What changed in this filing

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Item 1. Financial Statements

2022-08-08 compared with 2022-05-09 · 171 added, 82 removed, 549 unchanged (32% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Rental property:

23 unchanged sentences

Partners’ Equity:

General partner, 1,100,000 units outstanding at March 31, 2022 and 1,100,000 at December 31, 2021, respectively

Limited partners, 4,761,559 and 4,761,559 Class A common units, and 103,369,061 and 102,984,734 Class B common units outstanding at March 31, 2022 and December 31, 2021, respectively

General partner, 1,100,000 units outstanding at June 30, 2022 and 1,100,000 units at December 31, 2021, respectively

Limited partners, 4,761,559 and 4,761,559 Class A common units, and 103,294,792 and 102,984,734 Class B common units outstanding at June 30, 2022 and December 31, 2021, respectively

518,081 514,023

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,

2022 2021 2022 2021

Rental revenues $ 101,409 $ 96,824 $ 206,018 $ 194,291

8 unchanged sentences

Interest expense ( 11,576 ) ( 13,338 ) ( 23,210 ) ( 27,700 )

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

Other income (expense) 2,576 654 2,759 ( 2,851 )

Total other income (expense) ( 9,000 ) ( 26,723 ) ( 20,451 ) ( 44,590 )

Income before equity in earnings of unconsolidated joint ventures 18,949 2,573

Income (loss) before equity in earnings of unconsolidated joint ventures 18,592 ( 132 ) 37,541 2,441

Equity in earnings of unconsolidated joint ventures 2,227 2,728 4,740 4,497

12 unchanged sentences

(In thousands, unaudited)

Three months ended March 31,

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

2022 2021 2022 2021

Net income $ 20,819 $ 2,596 $ 42,281 $ 6,938

2 unchanged sentences

Changes in fair value of cash flow hedges 2,265 237 9,939 2,235

Other comprehensive income 8,900 6,637

Other comprehensive income (loss) ( 176 ) 1,602 8,724 8,239

Comprehensive income 20,643 4,198 51,005 15,177

6 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 ($ 0.1775 per common unit)

Common distributions ($ 0.3550 per 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

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, 2022 $ 8,650 $ 511,800 $ ( 9,873 ) $ 510,577 $ — $ 510,577

Net loss ( 3,887 ) 24,706 — 20,819 — 20,819

Other comprehensive loss — — ( 176 ) ( 176 ) — ( 176 )

Compensation under Incentive Award Plan — 4,299 — 4,299 — 4,299

Grant of 800 restricted common share awards by the Company

Forfeiture of 13,062 common units

Withholding of 62,007 common units for employee income taxes

— ( 1,057 ) — ( 1,057 ) — ( 1,057 )

Common distributions ($ 0.20 per unit)

( 220 ) ( 21,672 ) — ( 21,892 ) — ( 21,892 )

Balance, June 30, 2022 $ 4,543 $ 518,081 $ ( 10,049 ) $ 512,575 $ — $ 512,575

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

Balance, December 31, 2021 $ 4,539 $ 514,023 $ ( 18,773 ) $ 499,789 $ — $ 499,789

9 unchanged sentences

( 421 ) ( 41,655 ) — ( 42,076 ) — ( 42,076 )

Balance, March 31, 2022 $ 8,650 $ 511,800 $ ( 9,873 ) $ 510,577 $ — $ 510,577

Balance, June 30, 2022 $ 4,543 $ 518,081 $ ( 10,049 ) $ 512,575 $ — $ 512,575

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

3 unchanged sentences

Amortization of deferred financing costs 1,541 2,320

Loss on early extinguishment of debt — 14,039

Equity in earnings of unconsolidated joint ventures ( 4,740 ) ( 4,497 )

12 unchanged sentences

Additions to investments in unconsolidated joint ventures — ( 7,000 )

Net proceeds from sale of assets — 8,129

Net proceeds from sale of real estate assets — 8,129

Net proceeds on sale of non-real estate assets 14,610 —

Additions to non-real estate assets ( 4,176 ) ( 781 )

7 unchanged sentences

Repayments of notes, mortgages and loans ( 2,180 ) ( 201,861 )

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 ( 3,203 ) ( 1,637 )

16 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, 2022, 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, 2022, 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, 2022, the Company and its wholly-owned subsidiaries owned 104,469,061 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,761,559 Class A common limited partnership units.

As of June 30, 2022, the Company and its wholly-owned subsidiaries owned 104,394,792 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,761,559 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.

2 unchanged sentences

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America and should be read in conjunction with the consolidated financial statements and notes thereto of the Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021.

The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto of the Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021.

The December 31, 2021 balance sheet data in this Form 10-Q was derived from audited financial statements.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading.

Certain information and note disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), although management believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made.

13 unchanged sentences

The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston, and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.

“Noncontrolling interests in the Operating Partnership” reflects the Non-Company LP’s percentage ownership of the Operating Partnership’s units.

“Noncontrolling interests in the Operating Partnership” reflects the Non-Company LPs’ percentage ownership of the Operating Partnership’s units.

“Noncontrolling interests in other consolidated partnerships” consist of outside equity interests in partnerships or joint ventures not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties.

6 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.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 51.6 million as of March 31, 2022.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 51.9 million as of June 30, 2022.

Impairment of Long-Lived Assets

1 unchanged sentence

In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

If the effects of the COVID-19 pandemic (“COVID-19”) cause economic and market conditions to deteriorate beyond our current expectations or if our expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future.

If economic and market conditions deteriorate beyond our current expectations, as a result of the ongoing COVID-19 pandemic (“COVID-19”) or other macroeconomic factors, or if our expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future.

For example, the Foxwoods outlet center, which is part of a casino property, continues to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future.

2 unchanged sentences

Disposition of Properties

The following table sets forth certain summarized information regarding properties sold during the three months ended March 31, 2022 and March 31, 2021:

The following table sets forth certain summarized information regarding properties sold during the six months ended June 30, 2022 and June 30, 2021:

Location Date Sold Square Feet

4 unchanged sentences

(1) The rental properties sold did not meet the criteria to be reported as discontinued operations.

Developments of Consolidated Outlet Centers

The table below sets forth our consolidated outlet centers under development as of June 30, 2022:

Project Approximate Square Feet

(in 000’s) Costs Incurred to Date

(in millions) Projected Opening

New Development:

Nashville 290 $ 18.3 Fall 2023

During the second quarter of 2022, we purchased land in the Nashville, Tennessee area for approximately $ 8.8 million and began construction on the development of our wholly-owned outlet center.

Investments in Unconsolidated Real Estate Joint Ventures

1 unchanged sentence

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

As of March 31, 2022

As of June 30, 2022

Joint Venture Outlet Center Location Ownership % Square Feet

25 unchanged sentences

Texas City, TX 50.0 % 353 ( 14.0 ) 64.4

(1) Net of debt origination costs of $ 1.0 million as of March 31, 2022 and $ 1.0 million as of December 31, 2021.

(1) Net of debt origination costs of $ 1.0 million as of June 30, 2022 and $ 1.0 million as of December 31, 2021.

(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,

2022 2021 2022 2021

Management and marketing $ 552 $ 537 $ 1,088 $ 1,045

4 unchanged sentences

Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined 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 $ 3.3 million and $ 3.4 million as of March 31, 2022 and December 31, 2021, respectively) are amortized over the various useful lives of the related assets.

The differences in basis (totaling $ 3.3 million and $ 3.4 million as of June 30, 2022 and December 31, 2021, respectively) are amortized over the various useful lives of the related assets.

RioCan Canada

4 unchanged sentences

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, 2022 December 31, 2021

Condensed Combined Balance Sheets - Unconsolidated Joint Ventures June 30, 2022 December 31, 2021

Land $ 83,641 $ 83,568

14 unchanged sentences

Total liabilities and owners’ equity $ 402,563 $ 421,790

Three months ended

Condensed Combined Statements of Operations March 31,

- Unconsolidated Joint Ventures 2022 2021

Three months ended Six months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures June 30, June 30,

2022 2021 2022 2021

Revenues $ 21,666 $ 22,601 $ 43,507 $ 43,594

14 unchanged sentences

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 $ 520.0 million as of March 31, 2022.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 520.0 million as of June 30, 2022.

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, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Unsecured lines of credit $ — $ —

2 unchanged sentences

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

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

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

14 unchanged sentences

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

Certain of our properties, which had a net book value of approximately $ 149.0 million at March 31, 2022, serve as collateral for mortgages payable.

As of March 31, 2022, we maintained unsecured lines of credit that provided for borrowings of up to $ 520.0 million.

The unsecured lines of credit as of March 31, 2022 included a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

Certain of our properties, which had a net book value of approximately $ 147.5 million at June 30, 2022, serve as collateral for mortgages payable.

As of June 30, 2022, we maintained unsecured lines of credit that provided for borrowings of up to $ 520.0 million.

The unsecured lines of credit as of June 30, 2022 included a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

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

2 unchanged sentences

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, 2022, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 21.9 million.

As of June 30, 2022, 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, 2022, we believe we were in compliance with all of our debt covenants.

As of June 30, 2022, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities of the existing long-term debt as of March 31, 2022 for the next five years and thereafter are as follows (in thousands):

Maturities of the existing long-term debt as of June 30, 2022 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, 2022 December 31, 2021

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate June 30, 2022 December 31, 2021

Assets (Liabilities) (1) :

10 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,

2022 2021 2022 2021

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, 2022:

Fair value as of June 30, 2022:

Short-term government securities ( cash and cash equivalents)

17 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, 2022 December 31, 2021

June 30, 2022 December 31, 2021

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

11 unchanged sentences

Dividend Declaration

In January 2022, the Company's Board of Directors declared a $ 0.1825 cash dividend per common share payable on February 15, 2022 to each shareholder of record on January 31, 2022, and in its capacity as General Partner of the Operating Partnership, a $ 0.1825 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In April 2022, the Company's Board of Directors declared a $ 0.20 cash dividend per common share payable on May 13, 2022 to each shareholder of record on April 29, 2022, and in its capacity as General Partner of the Operating Partnership a $ 0.20 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

At-the-Market Offering

Under our at-the-market share offering program (“ATM Offering”), which commenced February 2021, we may offer and sell our common shares, $ 0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $ 250.0 million (the “Shares”).

Under our at-the-market share offering program (“ATM Offering”), which commenced February 2021, we may offer and sell our common shares, $ 0.01 par value per share, having an aggregate gross sales price of up to $ 250.0 million (the “Shares”).

We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares.

1 unchanged sentence

We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes.

As of March 31, 2022, we had approximately $ 60.1 million remaining available for sale under the ATM Offering program.

As of June 30, 2022, we had approximately $ 60.1 million remaining available for sale under the ATM Offering program.

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,

2022 2021 2022 2021

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

7 unchanged sentences

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 both the three months ended March 31, 2022 and 2021.

The remaining amount authorized to be repurchased under the program as of March 31, 2022 was approximately $ 80.0 million.

The Company did not repurchase any shares for both the three and six months ended June 30, 2022 and 2021.

The remaining amount authorized to be repurchased under the program as of June 30, 2022 was approximately $ 80.0 million.

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, 2022 and March 31, 2021:

The following table sets forth the changes in outstanding partnership units for the three and six months ended June 30, 2022 and June 30, 2021:

Limited Partnership Units

General Partnership Units Class A Class B Total

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

Issuance of deferred units 100,000 — 6,767,078 6,767,078

Issuance of units 100,000 — 9,577,581 9,577,581

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

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

Balance March 31, 2022 1,100,000 4,761,559 103,369,061 108,130,620

Options exercised — — 800 800

Forfeitures of restricted common share awards by the Company — — ( 13,062 ) ( 13,062 )

Units withheld for employee income taxes — — ( 62,007 ) ( 62,007 )

Balance June 30, 2022 1,100,000 4,761,559 103,294,792 108,056,351

Balance December 31, 2021 1,100,000 4,761,559 102,984,734 107,746,293

Grant of restricted common share awards by the Company, net of forfeitures — — 499,336 499,336

Issuance of units — — — —

Options exercised — — 2,700 2,700

Units withheld for employee income taxes — — ( 191,978 ) ( 191,978 )

Balance March 31, 2022 1,100,000 4,761,559 103,369,061 108,130,620

Balance June 30, 2022 1,100,000 4,761,559 103,294,792 108,056,351

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,

2022 2021 2022 2021

Net income 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, 2022, approximately 139,000 notional units were excluded from the computation and for the three months ended March 31, 2021, approximately 1.1 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, 2022, approximately 961,000 notional units were excluded from the computation and for both the three and six months ended June 30, 2021, approximately 140,000 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, 2022, approximately 297,000 options were excluded from the computation and for the three months ended March 31, 2021, approximately 403,000 options were excluded from the computation, as they were anti-dilutive.

For both the three and six months ended June 30, 2022, approximately 282,000 options were excluded from the computation and 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.

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,

2022 2021 2022 2021

Net income attributable to partners of the Operating Partnership $ 20,819 $ 2,596 $ 42,281 $ 6,938

11 unchanged sentences

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.

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.

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,

2022 2021 2022 2021

Restricted common shares (1)

1 unchanged sentence

Notional unit performance awards (1)

1,529 1,147 2,574 2,296

Options 78 77 172 200

Total equity-based compensation $ 4,251 $ 2,763 $ 6,959 $ 6,608

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

(1) Each of the three and six months ended June 30, 2022 and three and six months ended June 30, 2021, include 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,

2022 2021 2022 2021

Equity-based compensation expense capitalized $ 47 $ 2 $ 86 $ 66

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 130,000 and 112,000 for the three months ended March 31, 2022 and 2021, respectively.

The total number of shares withheld upon vesting were approximately 192,000 and 112,000 for the six months ended June 30, 2022 and 2021, 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 $ 2.1 million and $ 1.6 million for the three months ended March 31, 2022 and 2021, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 3.2 million and $ 1.6 million for the six months ended June 30, 2022 and 2021, 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 2022 PSP awards granted during the three months ended March 31, 2022 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

The fair values of the 2022 PSP awards granted during the six months ended June 30, 2022 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, 2022 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2022 (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, 2022 $ ( 18,541 ) $ 9,289 $ ( 9,252 ) $ ( 1,030 ) $ 409 $ ( 621 )

Other comprehensive income (loss) before reclassifications ( 2,334 ) 1,885 ( 449 ) ( 107 ) 86 ( 21 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 281 281 — 13 13

Balance June 30, 2022 $ ( 20,875 ) $ 11,455 $ ( 9,420 ) $ ( 1,137 ) $ 508 $ ( 629 )

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, 2021 $ ( 19,713 ) $ 1,952 $ ( 17,761 ) $ ( 1,084 ) $ 72 $ ( 1,012 )

Other comprehensive income before reclassifications 1,172 7,056 8,228 54 324 378

Other comprehensive income (loss) before reclassifications ( 1,162 ) 8,941 7,779 ( 53 ) 410 357

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 562 562 — 26 26

Balance June 30, 2022 $ ( 20,875 ) $ 11,455 $ ( 9,420 ) $ ( 1,137 ) $ 508 $ ( 629 )

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.

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

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):

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

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 312 312 — 16 16

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

Tanger Factory Outlet Centers, Inc.

4 unchanged sentences

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 March 31, 2021

Balance June 30, 2021

$ ( 17,685 ) $ ( 1,058 ) $ ( 18,743 ) $ ( 991 ) $ ( 66 ) $ ( 1,057 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 3.2 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of March 31, 2022.

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 7.0 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of June 30, 2022.

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, 2022 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2022 (in thousands):

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

Balance March 31, 2022 $ ( 19,571 ) $ 9,698 $ ( 9,873 )

Other comprehensive income (loss) before reclassifications ( 2,441 ) 1,971 ( 470 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 294 294

Balance June 30, 2022 $ ( 22,012 ) $ 11,963 $ ( 10,049 )

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

Balance December 31, 2021 $ ( 20,797 ) $ 2,024 $ ( 18,773 )

Other comprehensive income before reclassifications 1,226 7,380 8,606

Other comprehensive income (loss)before reclassifications ( 1,215 ) 9,351 8,136

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 588 588

Balance June 30, 2022 $ ( 22,012 ) $ 11,963 $ ( 10,049 )

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 )

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):

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

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and 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)

2 unchanged sentences

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

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

Lease Agreements

As of March 31, 2022, we were the lessor to approximately 2,200 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2022 to 2039, with certain agreements containing extension options.

As of June 30, 2022, we were the lessor to approximately 2,200 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2022 to 2039, 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,

2022 2021 2022 2021

Rental revenues - fixed $ 78,682 $ 71,847 $ 159,991 $ 146,766

6 unchanged sentences

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

March 31, 2022 March 31, 2021

June 30, 2022 June 30, 2021

Costs relating to construction included in accounts payable and accrued expenses $ 15,223 $ 16,790

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

Three months ended March 31,

Six months ended June 30,

Interest paid $ 21,586 $ 25,559

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, 2022, 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, 2022, 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 July 2022, the Company's Board of Directors declared a $ 0.20 cash dividend per common share payable on August 15, 2022 to each shareholder of record on July 29, 2022, and in its capacity as General Partner of the Operating Partnership, a $ 0.20 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

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