What changed in this filing

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Item 1. Financial Statements

2023-11-07 compared with 2023-08-04 · 130 added, 107 removed, 600 unchanged (28% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Rental property:

24 unchanged sentences

Partners’ Equity:

General partner, 1,100,000 units outstanding at June 30, 2023 and 1,100,000 units at December 31, 2022, respectively

Limited partners, 4,737,982 and 4,737,982 Class A common units, and 104,085,781 and 103,397,920 Class B common units outstanding at June 30, 2023 and December 31, 2022, respectively

General partner, 1,105,000 units outstanding at September 30, 2023 and 1,100,000 units at December 31, 2022, respectively

Limited partners, 4,737,982 and 4,737,982 Class A common units, and 104,226,191 and 103,397,920 Class B common units outstanding at September 30, 2023 and December 31, 2022, respectively

525,556 521,168

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,

2023 2022 2023 2022

17 unchanged sentences

Net income available to limited partners 28,588 24,102 78,001 65,958

Net income (loss) available to general partner $ 253 $ ( 3,887 ) $ 499 $ 425

Net income available to general partner $ 289 $ 243 $ 788 $ 668

Basic earnings per common unit:

6 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,

2023 2022 2023 2022

12 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

Forfeiture of 13,062 common units

Issuance of 5,000 common units upon exercise of stock options

Withholding of 37,792 common units for employee income taxes

— ( 538 ) ( 538 ) — ( 538 )

Grant of 800 restricted common share awards by the Company

Common distributions ($ 0.20 per unit)

( 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

7 unchanged sentences

— ( 3,741 ) — ( 3,741 ) — ( 3,741 )

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

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

Common distributions ($ 0.5825 per unit)

( 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

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, 2023 $ 4,520 $ 516,800 $ ( 15,014 ) $ 506,306 $ — $ 506,306

Balance, June 30, 2023 $ 4,503 $ 517,400 $ ( 14,160 ) $ 507,743 $ — $ 507,743

Net income 289 28,588 — 28,877 — $ 28,877

Other comprehensive income — — 854 854 — 854

Other comprehensive loss — — ( 3,610 ) ( 3,610 ) — ( 3,610 )

Compensation under Incentive Award Plan — 3,459 — 3,459 — 3,459

Issuance of 4,600 common units upon exercise of options

— 28 — 28 — 28

Forfeiture of 73,440 common units

Withholding of 5,505 common units for employee income taxes

— ( 120 ) — ( 120 ) — ( 120 )

Issuance of 5,000 general partner units and 101,615 limited partner units

122 2,349 — 2,471 — 2,471

Issuance of 44,300 common units upon exercise of options

— 610 — 610 — 610

Common distributions ($ 0.245 per unit)

( 270 ) ( 26,730 ) — ( 27,000 ) — ( 27,000 )

Balance, June 30, 2023 $ 4,503 $ 517,400 $ ( 14,160 ) $ 507,743 $ — $ 507,743

Balance, September 30, 2023 $ 4,644 $ 525,556 $ ( 17,770 ) $ 512,430 $ — $ 512,430

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

5 unchanged sentences

— 653 — 653 — $ 653

Issuance of 5,000 general partner units and 101,615 limited partner units

122 2,349 — 2,471 — 2,471

Withholding of 367,776 common units for employee income taxes

— ( 6,963 ) — ( 6,963 ) — ( 6,963 )

Grant of 1,042,932 restricted common share awards by the Company, net of forfeitures

Common distributions ($ 0.7100 per unit)

( 782 ) ( 78,886 ) — ( 79,668 ) ( 248 ) ( 79,916 )

Balance, June 30, 2023 $ 4,503 $ 517,400 $ ( 14,160 ) $ 507,743 $ — $ 507,743

Balance, September 30, 2023 $ 4,644 $ 525,556 $ ( 17,770 ) $ 512,430 $ — $ 512,430

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

18 unchanged sentences

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

Additions to short-term investments ( 7,679 ) —

Proceeds from short-term investments 46,979 —

9 unchanged sentences

Repayments of notes, mortgages and loans ( 3,629 ) ( 3,300 )

Issuance of units, including transaction costs

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 6,963 ) ( 3,741 )

Additions to deferred financing costs — 1

Proceeds from exercise of options 653 43

3 unchanged sentences

Effect of foreign currency on cash and cash equivalents ( 315 ) ( 93 )

Net increase in cash and cash equivalents 831 33,056

Net increase (decrease) in cash and cash equivalents

( 23,908 ) 19,398

Cash and cash equivalents, beginning of period 212,011 161,152

7 unchanged sentences

and subsidiaries is one of the largest owners and operators of outlet centers in the United States and Canada.

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, 2023, we owned and operated 29 consolidated outlet centers, with a total gross leasable area of approximately 11.3 million square feet, which were 97 % occupied and contained approximately 2,300 stores representing approximately 600 store brands, as well as one center under construction.

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 predominantly on developing, acquiring, owning, operating and managing outlet shopping centers.

As of September 30, 2023, we owned and operated 29 consolidated outlet centers, with a total gross leasable area of approximately 11.3 million square feet, which were 98 % occupied and contained approximately 2,300 stores representing approximately 600 store brands, as well as one center under construction that opened in October 2023.

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

Our portfolio also includes one managed center totaling approximately 500,000 square feet.

Each of our outlet centers, except one joint venture property, features the Tanger brand name.

Our portfolio also includes two managed centers totaling approximately 800,000 square feet.

Each of our outlet centers, except one joint venture property and one managed property, features the Tanger brand name.

Our outlet centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and subsidiaries.

6 unchanged sentences

Tanger LP Trust holds a limited partnership interest.

As of June 30, 2023, the Company and its wholly-owned subsidiaries owned 105,185,781 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,737,982 Class A common limited partnership units.

As of September 30, 2023, the Company and its wholly-owned subsidiaries owned 105,331,191 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,737,982 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 $ 50.1 million as of June 30, 2023.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 50.0 million as of September 30, 2023.

Impairment of Long-Lived Assets

8 unchanged sentences

Such challenges, or a change in our expected holding period, could result in additional impairment charges recognized for the Foxwoods property.

In addition, one of our outlet centers has an estimated fair value significantly less than its recorded carrying value of approximately $ 111.4 million.

In addition, one of our other outlet centers has an estimated fair value significantly less than its recorded carrying value of approximately $ 110.6 million.

We continue to monitor facts and circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, to determine whether an impairment charge is necessary.

1 unchanged sentence

Developments of Consolidated Outlet Centers

The table below sets forth our consolidated outlet centers under development as of June 30, 2023:

The table below sets forth our consolidated outlet centers under development as of September 30, 2023:

Project Approximate Square Feet

2 unchanged sentences

(in millions) 1

Projected Opening

New Development:

3 unchanged sentences

This is included in Land on our consolidated balance sheet.

On October 27, 2023, we opened Tanger Nashville approximately 96.5% leased.

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 June 30, 2023

As of September 30, 2023

Joint Venture Outlet Center Location Ownership % Square Feet

25 unchanged sentences

Columbus, OH 50.0 % 355 ( 2.4 ) 70.3

(1) Net of debt origination costs of $ 2.3 million as of June 30, 2023 and $ 1.5 million as of December 31, 2022.

(1) Net of debt origination costs of $ 2.2 million as of September 30, 2023 and $ 1.5 million as of December 31, 2022.

(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,

2023 2022 2023 2022

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 $ 3.1 million and $ 3.2 million as of June 30, 2023 and December 31, 2022, respectively) are amortized over the various useful lives of the related assets.

The differences in basis (totaling $ 3.1 million and $ 3.2 million as of September 30, 2023 and December 31, 2022, respectively) are amortized over the various useful lives of the related assets.

Galveston/Houston

3 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, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Land $ 81,736 $ 81,716

14 unchanged sentences

Total liabilities and owners’ equity $ 371,144 $ 388,735

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,

2023 2022 2023 2022

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 June 30, 2023.

The Company guar antees 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, 2023.

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, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Unsecured lines of credit $ — $ —

2 unchanged sentences

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

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

12 unchanged sentences

(1) Including premiums and net of debt discount and debt origination costs.

Excludes $ 2.9 million and $ 3.5 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended June 30, 2023 and December 31, 2022, respectively, recorded in prepaids and other assets in the Consolidated Balance Sheet.

Excludes $ 2.8 million and $ 3.5 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended September 30, 2023 and December 31, 2022, respectively, recorded in prepaids and other assets in the Consolidated Balance Sheet.

(2) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %.

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

Certain of our properties, which had a net book value of approximately $ 139.6 million at June 30, 2023, serve as collateral for mortgages payable.

As of June 30, 2023, 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, 2023 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 $ 139.2 million at September 30, 2023, serve as collateral for mortgages payable.

As of September 30, 2023, 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, 2023 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.

1 unchanged sentence

For term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0 % to 17.2 % of principal.

As of June 30, 2023, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 10.0 million.

As of September 30, 2023, 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, 2023, we believe we were in compliance with all of our debt covenants.

As of September 30, 2023, we believe we were in compliance with all of our debt covenants.

In May 2023, Fitch Ratings assigned a first-time ‘BBB’ long-term issuer default rating to the Company and the Operating Partnership, along with a Stable rating outlook.

2 unchanged sentences

Debt Maturities

Maturities and principal amortization of the existing long-term debt as of June 30, 2023 for the next five years and thereafter are as follows (in thousands):

Maturities and principal amortization of the existing long-term debt as of September 30, 2023 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, 2023 December 31, 2022

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate September 30, 2023 December 31, 2022

Assets (Liabilities) (1) :

5 unchanged sentences

February 1, 2024 (2)

February 1, 2026 - August 1, 2026 100,000 Daily Adjusted SOFR 3.33 % 1,615 —

February 1, 2026 - January 1, 2027 150,000 Daily Adjusted SOFR 3.60 % 3,217 —

Total $ 8,344 $ 14,118

(1) Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets.

(2) During March and April 2023, we entered into $ 100.0 million of forward-starting interest rate swaps with an effective date of February 1, 2024 and maturity dates ranging from February 1, 2026 to August 1, 2026.

In July 2023, we entered into an additional $ 25 million forward-starting interest rate swap with an effective date of February 1, 2024 and an adjusted SOFR rate of 3.79 %, which is not reflected in the tables above or in our consolidated financial statements as of June 30, 2023.

The maturity of this swap is January 1, 2027 .

(2) During the first nine months of 2023, we entered into $ 150.0 million of forward-starting interest rate swaps with an effective date of February 1, 2024 and maturity dates ranging from February 1, 2026 to January 1, 2027.

In October 2023, we entered into an additional $ 50 million forward-starting interest rate swaps with an effective date of February 1, 2024 and an adjusted average SOFR rate of 4.61 %.

In November 2023, we entered into an additional $ 50 million of forward-starting interest rate swaps with an effective date of February 1, 2024 and an average adjusted SOFR rate of 4.45 %.

These are not reflected in the tables above or in our consolidated financial statements as of September 30, 2023.

The maturity of these swaps is from August 2026 to January 2027.

The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, with various counterparties.

2 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,

2023 2022 2023 2022

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, 2023:

Fair value as of September 30, 2023:

Interest rate swaps (prepaids and other assets) $ 8,344 — $ 8,344 —

7 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, 2023 December 31, 2022

September 30, 2023 December 31, 2022

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

9 unchanged sentences

The carrying values of cash and cash equivalents, short-term investments, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments.

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

Shareholders’ Equity of the Company

Dividend Declaration

In April 2023, the Company's Board of Directors declared a $ 0.245 cash dividend per common share payable on May 15, 2023 to each shareholder of record on April 28, 2023, and in its capacity as General Partner of the Operating Partnership, a $ 0.245 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In July 2023, the Company's Board of Directors declared a $ 0.245 cash dividend per common share payable on August 15, 2023 to each shareholder of record on July 31, 2023, and in its capacity as General Partner of the Operating Partnership, a $ 0.245 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, 2023, we had approximately $ 60.1 million remaining available for sale under the ATM Offering program.

There were no sales of our shares during the first two quarters of 2023 or for the full year 2022.

As of September 30, 2023, we had approximately $ 57.4 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 September 30, Nine months ended September 30,

2023 2022 2023 2022

Number of common shares settled during the period 106,615 — 106,615 —

Average price per share $ 24.89 $ — $ 24.89 $ —

Aggregate gross proceeds (in thousands) $ 2,654 $ — $ 2,654 $ —

Aggregate net proceeds after commissions and fees (in thousands) $ 2,621 $ — $ 2,621 $ —

Share Repurchase Program

3 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 in both the three and six months ended June 30, 2023 and 2022.

The remaining amount authorized to be repurchased under the program as of June 30, 2023 was approximately $ 100.0 million.

The Company did not repurchase any shares in both the three and nine months ended September 30, 2023 and 2022.

The remaining amount authorized to be repurchased under the program as of September 30, 2023 was approximately $ 100.0 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 six months ended June 30, 2023 and June 30, 2022:

The following table sets forth the changes in outstanding partnership units for the three and nine months ended September 30, 2023 and September 30, 2022:

Limited Partnership Units

General Partnership Units Class A Class B Total

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

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

2 unchanged sentences

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

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

Balance June 30, 2023 1,100,000 4,737,982 104,085,781 108,823,763

Balance March 31, 2023 1,100,000 4,737,982 104,216,253 108,954,235

Options exercised — — 44,300 44,300

Issuance of units 5,000 — 101,615 101,615

Forfeitures of restricted common share awards by the Company — — — —

Units withheld for employee income taxes — — ( 5,505 ) ( 5,505 )

Balance June 30, 2023 1,100,000 4,737,982 104,085,781 108,823,763

Balance September 30, 2023 1,105,000 4,737,982 104,226,191 108,964,173

Balance December 31, 2022 1,100,000 4,737,982 103,397,920 108,135,902

Options exercised — — 51,500 51,500

Issuance of units 5,000 — 101,615 101,615

Grant of restricted common share awards by the Company, net of forfeitures — — 1,042,932 1,042,932

Units withheld for employee income taxes — — ( 367,776 ) ( 367,776 )

Balance June 30, 2023 1,100,000 4,737,982 104,085,781 108,823,763

Balance September 30, 2023 1,105,000 4,737,982 104,226,191 108,964,173

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,

2023 2022 2023 2022

14 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 and six months ended June 30, 2023, no notional units were excluded from the computation and for the three and six months ended June 30, 2022, approximately 961,000 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 the three and nine months ended September 30, 2023, no notional units were excluded from the computation and for the three and nine months ended September 30, 2022, approximately 601,000 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 and six months ended June 30, 2023, approximately 499,700 options were excluded from the computation and for the three and six months ended June 30, 2022, approximately 282,000 options were excluded from the computation, as they were anti-dilutive.

For the three and nine months ended September 30, 2023, approximately 333,300 and 475,200 options, respectively, were excluded from the computation and for the three and nine months ended September 30, 2022, approximately 274,000 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 June 30, Six months ended June 30,

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

2023 2022 2023 2022

12 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.

9 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,

2023 2022 2023 2022

5 unchanged sentences

Total equity-based compensation $ 3,388 $ 3,006 $ 9,040 $ 9,965

(1) The six months ended June 30, 2023 includes the reversal of compensation costs related to the voluntary resignation of an executive officer.

(1) The nine months ended September 30, 2023 includes the reversal of compensation costs related to the voluntary resignation of an executive officer.

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,

2023 2022 2023 2022

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 363,000 and 192,000 for the six months ended June 30, 2023 and 2022, respectively.

The total number of shares withheld upon vesting were approximately 368,000 and 229,700 for the nine months ended September 30, 2023 and 2022, 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 $ 6.8 million and $ 3.2 million for the six months ended June 30, 2023 and 2022, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 7.0 million and $ 3.7 million for the nine months ended September 30, 2023 and 2022, 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 2023 PSP awards granted during the six months ended June 30, 2023 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

The fair values of the 2023 PSP awards granted during the nine months ended September 30, 2023 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

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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, 2023 and for 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, 2023 and for 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, 2023 $ ( 24,361 ) $ 10,202 $ ( 14,159 ) $ ( 1,344 ) $ 489 $ ( 855 )

Balance June 30, 2023 $ ( 23,187 ) $ 9,845 $ ( 13,342 ) $ ( 1,291 ) $ 473 $ ( 818 )

Other comprehensive income before reclassifications ( 1,688 ) — ( 1,688 ) ( 77 ) — ( 77 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 1,765 ) ( 1,765 ) — ( 80 ) ( 80 )

Balance June 30, 2023 $ ( 23,187 ) $ 9,845 $ ( 13,342 ) $ ( 1,291 ) $ 473 $ ( 818 )

Balance September 30, 2023 $ ( 24,875 ) $ 8,080 $ ( 16,795 ) $ ( 1,368 ) $ 393 $ ( 975 )

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 — ( 5,399 ) ( 5,399 ) — ( 245 ) ( 245 )

Balance June 30, 2023 $ ( 23,187 ) $ 9,845 $ ( 13,342 ) $ ( 1,291 ) $ 473 $ ( 818 )

Balance September 30, 2023 $ ( 24,875 ) $ 8,080 $ ( 16,795 ) $ ( 1,368 ) $ 393 $ ( 975 )

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 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 9.3 million of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of June 30, 2023.

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

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 6.3 million of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of September 30, 2023.

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, 2023 (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, 2023 (in thousands):

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

Balance March 31, 2023 $ ( 25,705 ) $ 10,691 $ ( 15,014 )

Balance June 30, 2023 $ ( 24,478 ) $ 10,318 $ ( 14,160 )

Other comprehensive income before reclassifications ( 1,765 ) — ( 1,765 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — ( 1,845 ) ( 1,845 )

Balance June 30, 2023 $ ( 24,478 ) $ 10,318 $ ( 14,160 )

Balance September 30, 2023 $ ( 26,243 ) $ 8,473 $ ( 17,770 )

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 — ( 5,644 ) ( 5,644 )

Balance June 30, 2023 $ ( 24,478 ) $ 10,318 $ ( 14,160 )

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, 2022 (in thousands):

Balance September 30, 2023 $ ( 26,243 ) $ 8,473 $ ( 17,770 )

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, 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 )

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

Lease Agreements

As of June 30, 2023, we were the lessor to approximately 2,300 stores in our 29 consolidated outlet centers, under operating leases with initial terms that expire from 2023 to 2039, with certain agreements containing extension options.

As of September 30, 2023, we were the lessor to approximately 2,300 stores in our 29 consolidated outlet centers, under operating leases with initial terms that expire from 2023 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,

2023 2022 2023 2022

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

June 30, 2023 June 30, 2022

September 30, 2023 September 30, 2022

Costs relating to construction included in accounts payable and accrued expenses $ 29,919 $ 10,525

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

Six months ended June 30,

Nine months ended September 30,

Interest paid $ 39,421 $ 40,474

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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.

On August 22, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, an update to ASC Topic 805, Business Combinations.

ASU 2023-05 clarifies existing guidance by requiring a joint venture to recognize and initially measure assets contributed and liabilities assumed at fair value, upon its formation.

These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.

We are evaluating the impact of ASU 2023-05 on our consolidated financial statements.

We will apply the provisions of ASU 2023-05 to new joint ventures, as applicable, but do not believe the adoption of ASU 2023-05 will have a material impact on our consolidated financial statements.

Subsequent Events

Dividend Declaration

In July 2023, the Company's Board of Directors declared a $ 0.245 cash dividend per common share payable on August 15, 2023 to each shareholder of record on July 31, 2023, and a $ 0.245 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In October 2023, the Company's Board of Directors (the “Board”) declared a $ 0.26 cash dividend per common share payable on November 15, 2023 to each shareholder of record on October 31, 2023, and a $ 0.26 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Amendments to Charter and Bylaws

As previously disclosed on a Current Report on Form 8-K filed with the SEC on November 7, 2023, the Company filed Articles of Amendment to its Articles of Incorporation with the North Carolina Secretary of State, to change the Company’s name to Tanger Inc., effective November 16, 2023.

Also effective November 16, 2023, the Board of Directors of the Company has authorized and approved (i) an increase in the Company’s common share ownership limit from 4 % to 9.8 %, and (ii) amendments to the Company’s Bylaws to reflect the name change, to modify the advance notice and other procedural requirements for shareholder director nominations and other shareholder-proposed business in light of the universal proxy rules adopted by the SEC, to designate the North Carolina Business Court (or, if such court lacks jurisdiction, a federal court located within the State of North Carolina, or, if both lack jurisdiction, another superior state court located within the State of North Carolina) for certain actions or proceedings involving or relating to the Company, and to make other conforming, technical and non-substantive changes.

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