What changed in this filing

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Item 1. Financial Statements

2022-11-04 compared with 2022-08-08 · 149 added, 129 removed, 591 unchanged (32% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Rental property:

23 unchanged sentences

Partners’ Equity:

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

General partner, 1,100,000 units outstanding at September 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 103,246,428 and 102,984,734 Class B common units outstanding at September 30, 2022 and December 31, 2021, respectively

523,059 514,023

8 unchanged sentences

(In thousands, except per unit data, unaudited)

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

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

14 unchanged sentences

Equity in earnings of unconsolidated joint ventures 2,055 2,261 6,795 6,758

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

Net income (loss) 24,345 ( 11,071 ) 66,626 ( 4,133 )

Noncontrolling interests in consolidated partnerships — — — —

Net income available to partners 20,819 2,596 42,281 6,938

Net income available to limited partners 24,706 2,569 41,856 6,864

Net income available to general partner $ ( 3,887 ) $ 27 $ 425 $ 74

Net income (loss) available to partners 24,345 ( 11,071 ) 66,626 ( 4,133 )

Net income (loss) available to limited partners 24,102 ( 10,959 ) 65,958 ( 4,095 )

Net income (loss) available to general partner $ 243 $ ( 112 ) $ 668 $ ( 38 )

Basic earnings per common unit:

Net income $ 0.19 $ 0.02 $ 0.39 $ 0.06

Net income (loss) $ 0.22 $ ( 0.11 ) $ 0.61 $ ( 0.05 )

Diluted earnings per common unit:

Net income $ 0.19 $ 0.02 $ 0.38 $ 0.06

Net income (loss) $ 0.22 $ ( 0.11 ) $ 0.60 $ ( 0.05 )

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

2 unchanged sentences

(In thousands, unaudited)

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

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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

Other comprehensive income:

Net income (loss) $ 24,345 $ ( 11,071 ) $ 66,626 $ ( 4,133 )

Other comprehensive income (loss):

Foreign currency translation adjustments ( 4,875 ) ( 2,142 ) ( 6,090 ) 3,862

1 unchanged sentence

Other comprehensive income (loss) ( 1,917 ) ( 2,034 ) 6,807 6,205

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

Comprehensive income (loss) 22,428 ( 13,105 ) 73,433 2,072

Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships — — — —

Comprehensive income attributable to the Operating Partnership $ 20,643 $ 4,198 $ 51,005 $ 15,177

Comprehensive income (loss) attributable to the Operating Partnership $ 22,428 $ ( 13,105 ) $ 73,433 $ 2,072

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

3 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

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

Net loss ( 112 ) ( 10,959 ) — ( 11,071 ) — ( 11,071 )

Other comprehensive loss — — ( 2,034 ) ( 2,034 ) — ( 2,034 )

Compensation under Incentive Award Plan — 3,012 — 3,012 — 3,012

3 unchanged sentences

— 6,093 — 6,093 — 6,093

Withholding of 8,756 common units for employee income taxes

— ( 150 ) — ( 150 ) — ( 150 )

Grant of 23,488 restricted common share awards by the Company

Common distributions ($ 0.3600 per unit) (1)

( 396 ) ( 38,878 ) — ( 39,274 ) — ( 39,274 )

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

Balance, September 30, 2021 $ 4,401 $ 497,593 $ ( 21,834 ) $ 480,160 $ — $ 480,160

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

Net income 74 6,864 — 6,938 — 6,938

Net loss ( 38 ) ( 4,095 ) — ( 4,133 ) — ( 4,133 )

Other comprehensive income — — 6,205 6,205 — 6,205

2 unchanged sentences

— 188 — 188 — 188

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

Issuance of 10,009,263 common units

2 unchanged sentences

— ( 1,787 ) — ( 1,787 ) — ( 1,787 )

Grant of 493,163 restricted common share awards by the Company

Common distributions ($ 0.7150 per unit) (2)

( 769 ) ( 75,082 ) — ( 75,851 ) — ( 75,851 )

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

Balance, September 30, 2021 $ 4,401 $ 497,593 $ ( 21,834 ) $ 480,160 $ — $ 480,160

(1) Includes a $ 0.1775 cash distribution per common unit declared and paid during the third quarter of 2021 and a cash distribution declared in September 2021 payable in November 2021 of $ 0.1825 per common unit.

(2) Includes a $ 0.5325 cash distribution per common unit declared and paid during the first nine months of 2021 and a cash distribution declared in September 2021 payable in November 2021 of $ 0.1825 per common unit.

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

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

Net income 243 24,102 — 24,345 — 24,345

Other comprehensive loss — — ( 1,917 ) ( 1,917 ) — ( 1,917 )

Compensation under Incentive Award Plan — 3,057 — 3,057 — 3,057

Grant of 800 restricted common share awards by the Company

Forfeiture of 13,062 common units

Issuance of 5,000 common units upon exercise of options

— 28 — 28 — 28

Withholding of 37,792 common units for employee income taxes

2 unchanged sentences

( 220 ) ( 21,671 ) — ( 21,891 ) — ( 21,891 )

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

Balance, September 30, 2022 $ 4,566 $ 523,059 $ ( 11,966 ) $ 515,659 $ — $ 515,659

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

10 unchanged sentences

( 641 ) ( 63,326 ) — ( 63,967 ) — ( 63,967 )

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

Balance, September 30, 2022 $ 4,566 $ 523,059 $ ( 11,966 ) $ 515,659 $ — $ 515,659

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

2 unchanged sentences

(In thousands, unaudited)

Six months ended June 30,

Nine months ended September 30,

OPERATING ACTIVITIES

Net income $ 42,281 $ 6,938

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ 66,626 $ ( 4,133 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 77,908 82,826

21 unchanged sentences

Other investing activities ( 871 ) 11,602

Net cash provided by (used in) investing activities ( 8,095 ) 4,009

Net cash used in investing activities ( 31,371 ) ( 1,928 )

FINANCING ACTIVITIES

8 unchanged sentences

Payment for other financing activities ( 860 ) ( 861 )

Net cash provided by (used in) financing activities ( 48,018 ) ( 72,761 )

Net cash used in financing activities ( 71,824 ) ( 83,607 )

Effect of foreign currency on cash and cash equivalents ( 93 ) ( 131 )

Net increase (decrease) in cash and cash equivalents 33,056 22,454

Net increase in cash and cash equivalents 19,398 58,063

Cash and cash equivalents, beginning of period 161,152 84,750

8 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 June 30, 2022, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet.

As of September 30, 2022, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet, one managed center and one center under construction.

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 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.

As of September 30, 2022, the Company and its wholly-owned subsidiaries owned 104,346,428 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.

30 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 $ 51.9 million as of June 30, 2022.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 51.8 million as of September 30, 2022.

Impairment of Long-Lived Assets

6 unchanged sentences

Disposition of Properties

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

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

Location Date Sold Square Feet

5 unchanged sentences

Developments of Consolidated Outlet Centers

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

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

Project Approximate Square Feet

7 unchanged sentences

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

As of June 30, 2022

As of September 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 June 30, 2022 and $ 1.0 million as of December 31, 2021.

(1) Net of debt origination costs of $ 1.3 million as of September 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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2022 2021 2022 2021

5 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 June 30, 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 September 30, 2022 and December 31, 2021, respectively) are amortized over the various useful lives of the related assets.

In September 2022, the Columbus joint venture completed the refinance of its mortgage.

The new $ 71.0 million non-recourse loan has a maturity date of October 2032 and a fixed interest rate of 6.25 %.

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 June 30, 2022 December 31, 2021

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

Land $ 81,339 $ 83,568

14 unchanged sentences

Total liabilities and owners’ equity $ 389,775 $ 421,790

Three months ended Six months ended

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

Three months ended Nine months ended

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

2022 2021 2022 2021

15 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 June 30, 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 September 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):

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Unsecured lines of credit $ — $ —

2 unchanged sentences

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

June 30, 2022 December 31, 2021

September 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 $ 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.

Certain of our properties, which had a net book value of approximately $ 143.2 million at September 30, 2022, serve as collateral for mortgages payable.

As of September 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 September 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.

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.

For construction and term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0 % to 17 % of principal.

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 June 30, 2022, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 21.9 million.

For term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0 % to 15.5 % of principal.

As of September 30, 2022, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 10.0 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 June 30, 2022, we believe we were in compliance with all of our debt covenants.

As of September 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 June 30, 2022 for the next five years and thereafter are as follows (in thousands):

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

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate September 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

12 unchanged sentences

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

Fair value as of June 30, 2022:

Fair value as of September 30, 2022:

Short-term government securities ( cash and cash equivalents)

$ 174,488 $ 174,488 $ — $ —

Bank certificate of deposit (prepaids and other assets) 20,000 20,000 — —

Interest rate swaps (prepaids and other assets) 14,922 — 14,922 —

10 unchanged sentences

Short-term government securities

Short-term government securities are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market.

Short-term government securities and our certificate of deposit are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market.

Interest rate swaps

2 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):

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

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

11 unchanged sentences

Dividend Declaration

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.

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.

At-the-Market Offering

3 unchanged sentences

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

As of September 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

Number of common shares settled during the period — 331,682 — 10,009,263

— 2,810,503 — 9,677,581

Average price per share $ — $ 18.85 $ — $ 18.97

$ — $ 18.85 $ — $ 18.97

Aggregate gross proceeds (in thousands) $ — $ 6,253 $ — $ 189,868

Aggregate net proceeds after commissions and fees (in thousands) $ — $ 6,092 $ — $ 186,969

$ — $ 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 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.

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

The remaining amount authorized to be repurchased under the program as of September 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 and six months ended June 30, 2022 and June 30, 2021:

The following table sets forth the changes in outstanding partnership units for the three and nine months ended September 30, 2022 and September 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

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

Options exercised — — 17,240 17,240

Issuance of units — — 331,682 331,682

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

Grant of restricted common share awards by the Company, net of forfeitures — — 23,488 23,488

Units withheld for employee income taxes — — ( 8,756 ) ( 8,756 )

Balance September 30, 2021 1,100,000 4,794,643 102,884,234 107,678,877

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

Options exercised — — 32,740 32,740

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

Issuance of units 100,000 — 9,909,263 9,909,263

Grant of restricted common share awards by the Company, net of forfeitures — — 493,163 493,163

Units withheld for employee income taxes — — ( 120,733 ) ( 120,733 )

Balance September 30, 2021 1,100,000 4,794,643 102,884,234 107,678,877

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

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

Options exercised — — 5,000 5,000

1 unchanged sentence

Units withheld for employee income taxes — — ( 37,792 ) ( 37,792 )

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

Balance September 30, 2022 1,100,000 4,761,559 103,246,428 108,007,987

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

Options exercised — — 7,700 7,700

Grant of restricted common share awards by the Company, net of forfeitures — — 483,764 483,764

Units withheld for employee income taxes — — ( 229,770 ) ( 229,770 )

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

Balance September 30, 2022 1,100,000 4,761,559 103,246,428 108,007,987

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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

Net income attributable to Tanger Factory Outlet Centers, Inc.

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

$ 23,276 $ ( 10,579 ) $ 63,699 $ ( 3,968 )

Less allocation of earnings to participating securities ( 232 ) ( 401 ) ( 669 ) ( 804 )

Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.

Net income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.

$ 23,044 $ ( 10,980 ) $ 63,030 $ ( 4,772 )

4 unchanged sentences

Basic earnings per common share:

Net income $ 0.19 $ 0.02 $ 0.39 $ 0.06

Net income (loss) $ 0.22 $ ( 0.11 ) $ 0.61 $ ( 0.05 )

Diluted earnings per common share:

Net income $ 0.19 $ 0.02 $ 0.38 $ 0.06

Net income (loss) $ 0.22 $ ( 0.11 ) $ 0.60 $ ( 0.05 )

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

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 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.

For both the three and nine months ended September 30, 2022, approximately 601,000 notional units were excluded from the computation and for both the three and nine months ended September 30, 2021, approximately 1.8 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 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.

For both the three and nine months ended September 30, 2022, approximately 274,000 options were excluded from the computation and for both the three and nine months ended September 30, 2021, approximately 1.6 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 June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

2022 2021 2022 2021

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

Net income (loss) attributable to partners of the Operating Partnership $ 24,345 $ ( 11,071 ) $ 66,626 $ ( 4,133 )

Less allocation of earnings to participating securities ( 232 ) ( 401 ) ( 669 ) ( 804 )

Net income available to common unitholders of the Operating Partnership $ 20,597 $ 2,400 $ 41,844 $ 6,535

Net income (loss) available to common unitholders of the Operating Partnership $ 24,113 $ ( 11,472 ) $ 65,957 $ ( 4,937 )

Basic weighted average common units 108,511 108,063 108,417 104,241

3 unchanged sentences

Basic earnings per common unit:

Net income $ 0.19 $ 0.02 $ 0.39 $ 0.06

Net income (loss) $ 0.22 $ ( 0.11 ) $ 0.61 $ ( 0.05 )

Diluted earnings per common unit:

Net income $ 0.19 $ 0.02 $ 0.38 $ 0.06

Net income (loss) $ 0.22 $ ( 0.11 ) $ 0.60 $ ( 0.05 )

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.

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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2022 2021 2022 2021

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Total equity-based compensation $ 3,006 $ 2,994 $ 9,965 $ 9,603

(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.

(1) Each of the three and nine months ended September 30, 2022 and nine months ended September 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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2022 2021 2022 2021

6 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 192,000 and 112,000 for the six months ended June 30, 2022 and 2021, respectively.

The total number of shares withheld upon vesting were approximately 229,700 and 121,000 for the nine months ended September 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 $ 3.2 million and $ 1.6 million for the six months ended June 30, 2022 and 2021, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 3.7 million and $ 1.8 million for the nine months ended September 30, 2022 and 2021, respectively.

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

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(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 six months ended June 30, 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 nine months ended September 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 income (loss) for the three and six months ended June 30, 2022 (in thousands):

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three and nine months ended September 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 )

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

Other comprehensive income (loss) before reclassifications ( 4,661 ) 4,054 ( 607 ) ( 214 ) 186 ( 28 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 1,226 ) ( 1,226 ) — ( 56 ) ( 56 )

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

Balance September 30, 2022 $ ( 25,536 ) $ 14,283 $ ( 11,253 ) $ ( 1,351 ) $ 638 $ ( 713 )

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 — ( 664 ) ( 664 ) — ( 30 ) ( 30 )

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):

Balance September 30, 2022 $ ( 25,536 ) $ 14,283 $ ( 11,253 ) $ ( 1,351 ) $ 638 $ ( 713 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and nine months ended September 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 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 )

Other comprehensive loss before reclassifications ( 2,047 ) ( 222 ) ( 2,269 ) ( 95 ) ( 11 ) ( 106 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 326 326 — 15 15

Balance September 30, 2021

$ ( 19,732 ) $ ( 954 ) $ ( 20,686 ) $ ( 1,086 ) $ ( 62 ) $ ( 1,148 )

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 1,032 4,495 167 51 218

Balance June 30, 2021

Balance September 30, 2021

$ ( 19,732 ) $ ( 954 ) $ ( 20,686 ) $ ( 1,086 ) $ ( 62 ) $ ( 1,148 )

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.

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 10.5 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of September 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 income (loss) for the three and six months ended June 30, 2022 (in thousands):

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

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

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

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

Other comprehensive income (loss) before reclassifications ( 4,875 ) 4,240 ( 635 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 1,282 ) ( 1,282 )

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

Balance September 30, 2022 $ ( 26,887 ) $ 14,921 $ ( 11,966 )

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 — ( 694 ) ( 694 )

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):

Balance September 30, 2022 $ ( 26,887 ) $ 14,921 $ ( 11,966 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and nine months ended September 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 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 )

Other comprehensive loss before reclassifications ( 2,142 ) ( 233 ) ( 2,375 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 341 341

Balance September 30, 2021 $ ( 20,818 ) $ ( 1,016 ) $ ( 21,834 )

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 1,083 4,713

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

Balance September 30, 2021 $ ( 20,818 ) $ ( 1,016 ) $ ( 21,834 )

Lease Agreements

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.

As of September 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 Six months ended

June 30, June 30,

Three months ended Nine months ended

September 30, September 30,

2022 2021 2022 2021

7 unchanged sentences

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

June 30, 2022 June 30, 2021

September 30, 2022 September 30, 2021

Costs relating to construction included in accounts payable and accrued expenses $ 10,525 $ 10,018

Dividends payable were as follows (in thousands):

September 30, 2022 September 30, 2021

Dividends payable $ — $ 19,913

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

Six months ended June 30,

Nine months ended September 30,

Interest paid $ 40,474 $ 42,806

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 June 30, 2022, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

As of September 30, 2022 we had not adopted any of the optional expedients or exceptions, however in October 2022 we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

This was done as we modified all of our current interest rate derivative contract indexes from LIBOR to Adjusted SOFR.

We have and will continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments.

Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation.

We continue to evaluate the impact of the guidance and may apply other applicable elections as additional changes in the market and with respect to our debt and derivative instruments occur.

Subsequent Events

Memphis Consolidated Joint Venture

In October 2022, the Southaven, MS joint venture amended and restated its secured term loan, increasing the outstanding balance to $ 51.7 million from $ 40.1 million, extending maturity from April 2023 to October 2026 plus a one year extension option, with an interest rate of Adjusted SOFR plus 200 basis points.

Operating Partnership Term Loan

In October 2022, we amended and restated our unsecured term loan.

The outstanding balance was increased from $ 300.0 million to $ 325.0 million and the maturity was extended to January 2027 plus a one-year extension option.

The interest rate changed from LIBOR + 1.25 % to Adjusted SOFR + 1.20 % based on our current credit rating.

The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

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.

In October 2022, the Company's Board of Directors declared a $ 0.22 cash dividend per common share payable on November 15, 2022 to each shareholder of record on October 31, 2022, and in its capacity as General Partner of the Operating Partnership a $ 0.22 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