What changed in this filing

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Item 1. Financial Statements

2024-05-01 compared with 2023-11-07 · 186 added, 280 removed, 450 unchanged (51% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Rental property:

24 unchanged sentences

Partners’ Equity:

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

General partner, 1,150,000 units outstanding at March 31, 2024 and 1,150,000 units at December 31, 2023, respectively

Limited partners, 4,707,958 and 4,707,958 Class A common units, and 108,216,452 and 107,643,251 Class B common units outstanding at March 31, 2024 and December 31, 2023, respectively

596,468 610,330

8 unchanged sentences

(In thousands, except per unit data, unaudited)

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

2023 2022 2023 2022

Three months ended March 31,

Rental revenues $ 117,809 $ 103,582

25 unchanged sentences

(In thousands, unaudited)

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

2023 2022 2023 2022

Three months ended March 31,

Net income $ 23,306 $ 24,860

11 unchanged sentences

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

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

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

Withholding of 37,792 common units for employee income taxes

— ( 538 ) ( 538 ) — ( 538 )

Common distributions ($ 0.20 per unit)

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

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

Balance, December 31, 2022 $ 4,516 $ 521,168 $ ( 11,750 ) $ 513,934 $ — $ 513,934

Net income 246 24,366 — 24,612 248 $ 24,860

Other comprehensive income — — 6,807 6,807 — 6,807

Other comprehensive loss — — ( 3,264 ) ( 3,264 ) — ( 3,264 )

Compensation under Incentive Award Plan — 2,323 — 2,323 — 2,323

1 unchanged sentence

— 15 — 15 — 15

Withholding of 229,770 common units for employee income taxes

— ( 3,741 ) — ( 3,741 ) — ( 3,741 )

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except unit and per unit data, unaudited)

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

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 loss — — ( 3,610 ) ( 3,610 ) — ( 3,610 )

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

Grant of 1,116,372 restricted common share awards by the Company, net of forfeitures

Withholding of 300,639 common units for employee income taxes

— ( 5,649 ) — ( 5,649 ) — ( 5,649 )

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 ($ 0.22 per unit)

( 242 ) ( 25,423 ) — ( 25,665 ) ( 248 ) ( 25,913 )

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

Balance, March 31, 2023 $ 4,520 $ 516,800 $ ( 15,014 ) $ 506,306 $ — $ 506,306

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

Balance, December 31, 2023 $ 5,776 $ 610,330 $ ( 24,793 ) $ 591,313 $ — $ 591,313

Net income 236 23,150 — 23,386 ( 80 ) $ 23,306

Other comprehensive loss — — ( 6,020 ) ( 6,020 ) — ( 6,020 )

Other comprehensive income — — 2,335 2,335 — 2,335

Compensation under Incentive Award Plan — 3,571 — 3,571 — 3,571

1 unchanged sentence

— 438 — 438 — $ 438

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

122 2,349 — 2,471 — 2,471

Grant of 788,531 restricted common share awards by the Company, net of forfeitures

Issuance of 136,469 deferred units

Withholding of 375,899 common units for employee income taxes

— ( 10,524 ) — ( 10,524 ) — ( 10,524 )

Contributions from noncontrolling interests in consolidated partnerships — — — — 80 80

Common distributions ($ 0.26 per unit)

( 299 ) ( 30,497 ) — ( 30,796 ) ( 30,796 )

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

Balance, March 31, 2024 $ 5,713 $ 596,468 $ ( 22,458 ) $ 579,723 $ — $ 579,723

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

2 unchanged sentences

(In thousands, unaudited)

Nine months ended September 30,

Three months ended March 31,

OPERATING ACTIVITIES

Net income $ 23,306 $ 24,860

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

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

Depreciation and amortization 33,860 25,893

6 unchanged sentences

Distributions of cumulative earnings from unconsolidated joint ventures 1,604 2,007

Other non-cash — ( 2,418 )

Changes in other assets and liabilities:

4 unchanged sentences

Additions to rental property ( 24,816 ) ( 25,940 )

Additions to investments in unconsolidated joint ventures ( 2,612 ) —

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

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

Proceeds from short-term investments 1,448 19,504

7 unchanged sentences

Cash distributions paid ( 30,796 ) ( 25,665 )

Proceeds from notes, mortgages and loans — —

Proceeds from revolving credit facility 117,000 —

Repayments of revolving credit facility ( 84,000 ) —

Repayments of notes, mortgages and loans ( 1,247 ) ( 1,160 )

Issuance of units, including transaction costs

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 10,524 ) ( 5,649 )

2 unchanged sentences

Payment for other financing activities ( 287 ) ( 287 )

Contributions from noncontrolling interests in other consolidated partnerships

Distributions to noncontrolling interests in other consolidated partnerships — ( 248 )

1 unchanged sentence

Effect of foreign currency on cash and cash equivalents ( 87 ) 7

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

( 4,814 ) ( 9,382 )

2 unchanged sentences

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

TANGER FACTORY OUTLET CENTERS, INC.

AND SUBSIDIARIES

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Tanger Factory Outlet Centers, Inc.

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 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 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.

Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership.

Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc.

and its subsidiaries, which we refer to as the Company, is one of the leading owners and operators of outlet and open-air 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 Tanger Properties Limited Partnership and its subsidiaries, which we refer to as the Operating Partnership, focuses on developing, acquiring, owning, operating and managing outlet and open-air shopping centers.

As of March 31, 2024, we owned and operated 31 consolidated outlet centers and one open-air lifestyle center, with a total gross leasable area of approximately 12.7 million square feet, which were 97 % occupied and contained over 2,400 stores representing approximately 660 store brands.

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

The portfolio also includes two managed centers, totaling approximately 760,000 square feet.

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

All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited.

Our shopping centers and other assets are held by, and all of our operations are conducted by the Operating Partnership.

Accordingly, the descriptions of our business, employees and assets are also descriptions of the business, employees and assets of the Operating Partnership.

Unless the context indicates otherwise, the term “Company” refers to Tanger Inc.

and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries.

The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

On November 16, 2023, we changed our legal name from Tanger Factory Outlet Centers, Inc.

to Tanger, Inc.

We refer to Tanger Inc.’s current legal name throughout this Quarterly Report on Form 10-Q.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership.

1 unchanged sentence

Tanger LP Trust holds a limited partnership interest.

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.

As of March 31, 2024, the Company and its wholly-owned subsidiaries owned 109,366,452 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,707,958 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.

Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.

Class B common limited partnership units of the Operating Partnership, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.

Summary of Significant Accounting Policies

1 unchanged sentence

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, 2023.

The December 31, 2022 balance sheet data in this Form 10-Q was derived from audited financial statements.

The December 31, 2023 balance sheet data in this Form 10-Q was derived from the Company’s audited financial statements.

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

24 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 $ 50.0 million as of September 30, 2023.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 48.4 million as of March 31, 2024.

Impairment of Long-Lived Assets

2 unchanged sentences

The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets.

The estimated fair value is based primarily on the income approach.

The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate.

Discount rates and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other financial and industry data.

If economic and market conditions 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.

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.

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 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.

We can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.

Developments of Consolidated Outlet Centers

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

Project Approximate Square Feet

(in 000’s) Estimated Total Net Cost

(millions) Costs Incurred to Date

(in millions) 1

New Development:

Nashville 291 $ 144 - $ 146

$ 119.0 October 2023

(1) I ncludes the land purchased for the Nashville, Tennessee outlet for approximately $ 8.8 million.

This is included in Land on our consolidated balance sheet.

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

Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared.

If our estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements.

Our Atlantic City center has an estimated fair value less than its recorded carrying value of approximately $ 109.9 million.

However, based on our current plan with respect to that center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded.

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

As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

If in the future we reduce our estimate of cash flow projections, we may need to record an asset impairment.

We have not materially changed the assumptions used in the analysis during the first quarter of 2024.

However, we can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.

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 September 30, 2023

Joint Venture Outlet Center Location Ownership % Square Feet

As of March 31, 2024

Joint Venture Center Location Ownership % Square Feet

(in 000’s) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net

1 unchanged sentence

Investments included in investments in unconsolidated joint ventures:

RioCan Canada Various 50.0 % 665 $ 72.3 —

RioCan Canada Ontario, Canada 50.0 % 665 $ 71.7 —

Investments included in other liabilities:

6 unchanged sentences

Columbus, OH 50.0 % 355 ( 3.9 ) 70.4

50.0 % 1,448 $ ( 50.8 ) $ 319.3

As of December 31, 2023

Joint Venture Outlet Center Location Ownership % Square Feet

Joint Venture Center Location Ownership % Square Feet

(in 000’s) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net

1 unchanged sentence

Investments included in investments in unconsolidated joint ventures:

RioCan Canada Various 50.0 % 665 73.8 —

RioCan Canada Ontario, Canada 50.0 % 665 71.9 —

Investments included in other liabilities:

6 unchanged sentences

Columbus, OH 50.0 % 355 ( 3.4 ) 70.4

(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 Nine months ended

September 30, September 30,

50.0 % 1,448 $ ( 50.9 ) $ 320.0

(1) Net of debt origination costs of $ 2.0 million as of March 31, 2024 and $ 2.1 million as of December 31, 2023.

(2) We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income or loss of the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures.

The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures.

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

Management and marketing $ 557 $ 545

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 $ 3.1 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

In June 2023, the Galveston/Houston joint venture completed the refinance of its mortgage.

The new $ 58.0 million loan has a maturity date of June 2026 and an interest rate of Daily SOFR + 3.00 %.

In conjunction with this refinance, the joint venture entered into a $ 29.0 million interest rate swap that fixes Daily SOFR at 4.44 % until December 2025.

The differences in basis (totaling $ 2.7 million and $ 2.8 million as of March 31, 2024 and December 31, 2023, respectively) are amortized over the various useful lives of the related assets.

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Land $ 81,254 $ 82,962

14 unchanged sentences

Total liabilities and owners’ equity $ 364,514 $ 374,579

Three months ended Nine months ended

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

2023 2022 2023 2022

Three months ended

Condensed Combined Statements of Operations - Unconsolidated Joint Ventures March 31,

Revenues $ 22,496 $ 22,128

13 unchanged sentences

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

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 guar antees the Op erating 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, 2024.

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):

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Unsecured lines of credit $ 46,000 $ 13,000

2 unchanged sentences

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

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

4 unchanged sentences

Senior notes 2.750 % September 2031 400,000 393,048 400,000 392,827

Unsecured term loan Adj SOFR + 0.95% January 2027 325,000 322,537 325,000 322,322

Mortgages payable:

2 unchanged sentences

Southaven Adj SOFR + 2.00 % October 2026 51,700 51,452 51,700 51,428

Unsecured term loan Adj SOFR + 0.95 % January 2027 325,000 322,162 325,000 321,525

Unsecured lines of credit Adj SOFR + 1.00 % July 2025 — — — —

Unsecured lines of credit (4)

Adj SOFR + 1.00 % July 2025 46,000 46,000 13,000 13,000

$ 1,483,788 $ 1,471,619 $ 1,452,036 $ 1,439,203

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

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.

(1) Includes premiums, discounts and unamortized debt origination costs.

These costs were $ 12.2 million and $ 12.8 million as of March 31, 2024 and December 31, 2023, respectively.

This excludes $ 1.8 million and $ 2.1 million of unamortized debt origination costs related to the unsecured lines of credit for the periods ended March 31, 2024 and December 31, 2023, 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 $ 139.2 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.

(4) See Note 18 to the consolidated financial statements for further details of our unsecured lines of credit.

Certain of our properties, which had a net book value of approximately $ 139.2 million at March 31, 2024, serve as collateral for mortgages payable.

As of March 31, 2024, 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, 2024 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 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 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 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.

Fitch also assigned a ‘BBB’ rating to Operating Partnership’s senior unsecured debt, which includes our lines of credit, a term loan and senior notes.

As a result, the applicable pricing margin on each of our unsecured lines of credit and our term loan was reduced by 25 basis points (including a 5 basis point reduction in the facility fee on the unsecured lines of credit).

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 FFO, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of FFO on a cumulative basis.

As of March 31, 2024, we believe we were in compliance with all of our debt covenants.

Debt Maturities

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):

Maturities and principal amortization of the existing long-term debt as of March 31, 2024 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 September 30, 2023 December 31, 2022

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate March 31, 2024 December 31, 2023

Assets (Liabilities) (1) :

Interest rate swaps:

July 1, 2019 February 1, 2024 $ 25,000 Daily Adjusted SOFR 1.68 % $ 324 $ 853

January 1, 2021 February 1, 2024 150,000 Daily Adjusted SOFR 0.53 % 2,534 6,966

January 1, 2021 February 1, 2024 100,000 Daily Adjusted SOFR 0.15 % 1,817 5,043

March 1, 2021 February 1, 2024 25,000 Daily Adjusted SOFR 0.18 % 452 1,256

February 1, 2024 (2)

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

July 1, 2019 February 1, 2024 $ 25,000 Daily SOFR 1.7 % $ — $ 88

January 1, 2021 February 1, 2024 150,000 Daily SOFR 0.5 % — 692

January 1, 2021 February 1, 2024 100,000 Daily SOFR 0.2 % — 497

March 1, 2021 February 1, 2024 25,000 Daily SOFR 0.2 % — 124

Total $ 300,000 0.5 % $ — $ 1,401

February 1, 2024 February 1, 2026 75,000 Daily SOFR 3.5 % 1,435 670

February 1, 2024 August 1, 2026 75,000 Daily SOFR 3.7 % 1,057 54

February 1, 2024 January 1, 2027 175,000 Daily SOFR 4.2 % 334 ( 2,435 )

Total $ 325,000 3.9 % $ 2,826 $ ( 1,711 )

(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 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.

We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.

Changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

Changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

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

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

2023 2022 2023 2022

Interest Rate Swaps:

Three months ended March 31,

Interest Rate Swaps (Effective Portion):

Amount of gain (loss) recognized in other comprehensive income (loss) $ 3,209 $ ( 3,426 )

10 unchanged sentences

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

Fair value as of September 30, 2023:

Fair value as of March 31, 2024:

Interest rate swaps (prepaids and other assets) $ 3,297 — $ 3,297 —

Total assets $ 3,297 $ — $ 3,297 $ —

Interest rate swaps (other liabilities) $ ( 471 ) $ — $ ( 471 ) $ —

Total liabilities $ ( 471 ) $ — $ ( 471 ) $ —

Level 1 Level 2 Level 3

2 unchanged sentences

Interest rate swaps (prepaids and other assets) $ 2,708 $ — $ 2,708 $ —

Interest rate swaps

Total assets $ 2,708 $ — $ 2,708 $ —

Interest rate swaps (other liabilities) $ ( 3,018 ) $ — $ ( 3,018 ) $ —

Total liabilities $ ( 3,018 ) $ — $ ( 3,018 ) $ —

Fair values of interest rate swaps are estimated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions.

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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):

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

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

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Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation.

Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all SOFR based instruments.

Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all Secured Overnight Financing Rate (“(“SOFR”) based instruments.

When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value.

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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 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 January 2024, the Company's Board of Directors (the “Board”) declared a $ 0.26 cash dividend per common share payable on February 15, 2024 to each shareholder of record on January 31, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.26 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, 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.

Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the common shares, capital needs and determinations by us of the appropriate sources of funding.

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 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 $ —

Under our at-the-market stock offering (“ATM Offering”) program, which commenced February 2021, and was replaced with a new program in December 2023, 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.

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

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

As of March 31, 2024, we had approximately $ 220.1 million of common shares remaining available for sale under the ATM Offering program.

There were no sales of our common shares during the first quarters of 2024 or 2023.

Share Repurchase Program

In May 2023, the Company’s Board of Directors authorized the repurchase of up to $ 100.0 million of the Company’s outstanding shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $ 80.0 million of the Company’s outstanding shares through May 31, 2023.

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

The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.

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 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.

In May 2023, the Board authorized the repurchase of up to $ 100.0 million of the Company’s outstanding common shares through May 31, 2025, replacing the previously authorized plan to repurchase up to $ 80.0 million of the Company's outstanding common shares through May 31, 2023.

The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18 of the Exchange Act.

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

The Company did not repurchase any common shares in both the three months ended March 31, 2024 and March 31, 2023.

The remaining amount of common shares authorized to be repurchased under the program as of March 31, 2024 was approximately $ 100.0 million.

Partners’ Equity of the Operating Partnership

All units of partnership interest issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets.

All operating partnership units issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets.

When the Company issues common shares upon the exercise of options, the grant of restricted common share awards, or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company.

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 nine months ended September 30, 2023 and September 30, 2022:

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

The following table sets forth the changes in outstanding partnership units for three months ended March 31, 2024 and March 31, 2023:

Limited Partnership Units

General Partnership Units Class A Class B Total

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

Options exercised — — 5,000 5,000

Forfeitures of restricted common share awards by the Company — — ( 15,572 ) ( 15,572 )

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

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

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

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Units withheld for employee income taxes — — ( 300,639 ) ( 300,639 )

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

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

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

Balance December 31, 2023 1,150,000 4,707,958 107,643,251 112,351,209

Options exercised — — 24,100 24,100

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

Grant of restricted common share awards by the Company, net of forfeitures — — 788,531 788,531

Issuance of deferred share units — — 136,469 136,469

Units withheld for employee income taxes — — ( 375,899 ) ( 375,899 )

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

Balance March 31, 2024 1,150,000 4,707,958 108,216,452 112,924,410

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 September 30, Nine months ended September 30,

2023 2022 2023 2022

Net income attributable to Tanger Factory Outlet Centers, Inc.

Three months ended March 31,

Net income attributable to Tanger Inc.

$ 22,413 $ 23,541

Less allocation of earnings to participating securities ( 231 ) ( 199 )

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

Net income available to common shareholders of Tanger Inc.

$ 22,182 $ 23,342

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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 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.

For the three months ended March 31, 2024, approximately 122,375 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 months ended March 31, 2023, no notional units were excluded from the computation.

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 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.

For the three months ended March 31, 2024, no options were excluded from the computation and for the three months ended March 2023, approximately 503,300 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.

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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 September 30, Nine months ended September 30,

2023 2022 2023 2022

Three months ended March 31,

Net income attributable to partners of the Operating Partnership $ 23,386 $ 24,612

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

For the three months ended March 31, 2024.

approximately 122,375 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 months ended March 31, 2023, no notional units were excluded from the computation.

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

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

For the three months ended March 31, 2024, no options were excluded from the computation and for the three months ended March 31, 2023, approximately 503,300 options were excluded from the computation, as they were anti-dilutive.

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

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Equity-Based Compensation of the Company

We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc.

We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Inc.

and Tanger Properties Limited Partnership, as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants.

Effective May 19, 2023, the Plan was amended and restated to, among other things, increase the number of shares authorized for issuance under the plan to 21.3 million shares and extend the term of the plan by an additional ten years .

Per the Operating Partnership agreement, when a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company’s wholly-owned subsidiary, the Tanger LP Trust.

Per the Operating Partnership’s limited partnership agreement, when a common share is issued by the Company, the Operating Partnership issues one corresponding operating partnership unit to the Company’s wholly-owned subsidiary, the Tanger LP Trust.

Therefore, when the Company grants an equity-based award, the Operating Partnership treats each award as having been granted by the Operating Partnership.

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

Three months ended Nine months ended

September 30, September 30,

2023 2022 2023 2022

Three months ended

Restricted common shares $ 2,359 $ 1,755

$ 1,912 $ 1,705 $ 5,649 $ 5,919

Notional unit performance awards 1,051 384

1,393 1,227 3,039 3,802

Options 87 132

Total equity-based compensation $ 3,497 $ 2,271

(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 Nine months ended

September 30, September 30,

2023 2022 2023 2022

Three months ended

Equity-based compensation expense capitalized $ 74 $ 52

Restricted Common Share and Restricted Share Unit Awards

During March 2023, the Company granted approximately 323,829 restricted common shares and restricted share units to the Company’s non-employee directors and the Company’s executive officers.

During February 2024, the Company granted approximately 253,000 restricted common shares to the Company’s non-employee directors and the Company’s executive officers.

The grant date fair value of the awards was $ 26.78 per share.

The restricted common shares vest ratably over a three year period on March 15th of each year for executive officers and over a one year period on March 15th for non-employee directors.

The restricted common shares vest ratably over a three year period on February 15th of each year for executive officers and over a one year period on February 15th for non-employee directors.

Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted shares.

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 368,000 and 229,700 for the nine months ended September 30, 2023 and 2022, respectively.

The total number of shares withheld upon vesting were approximately 376,000 and 301,000 for the three months ended March 31, 2024 and 2023, 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 $ 7.0 million and $ 3.7 million for the nine months ended September 30, 2023 and 2022, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 10.5 million and $ 5.6 million for the three months ended March 31, 2024 and 2023, respectively.

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

2024 Performance Share Plan

During March 2023, the Compensation Committee of the Company approved the general terms of the Tanger Factory Outlet Centers, Inc.

During 2024, the Compensation Committee of the Company approved the general terms of the Tanger Inc.

2024 Performance Share Plan (the “2024 PSP”) covering the Company's executive officers whereby a maximum of approximately 367,000 restricted common shares may be earned if certain share price appreciation goals are achieved over a three year measurement period.

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Maximum number of restricted common shares that may be earned 367,000

March grant date fair value per share $ 12.08

February grant date fair value per share $ 16.36

(1) The number of restricted common shares received under the 2024 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company’s peer group.

(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 nine months ended September 30, 2023 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

The fair values of the 2024 PSP awards granted during the three months ended March 31, 2024 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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Expected volatility (3)

(1) Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the restricted unit grants.

(1) Represents the interest rate as of the grant date on U.S.

treasury bonds having the same life as the estimated life of the restricted unit grants.

(2) The dividend yield is calculated utilizing the average dividend yield over the previous three-year period and the current dividend yield as of the valuation date.

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2021 Performance Share Plan

On February 10, 2023, the measurement period for the 2020 Performance Share Plan (the “2020 PSP") expired.

Based on the Company’s absolute share price appreciation and relative total shareholder return over the three year measurement period, we issued 758,814 restricted common shares in February 2023, with 439,051 vesting immediately and the remaining 319,763 vesting in February 2024, contingent upon continued employment with the Company through the vesting date.

In February 2024, the measurement period for the 2021 Performance Share Plan (the “2021 PSP") expired.

Based on the Company’s absolute share price appreciation and relative total shareholder return over the three year measurement period, we issued 479,097 restricted common shares in February 2024, with 343,996 vesting immediately and the remaining 135,101 vesting in February 2025.

All performance share plan vesting is contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

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 nine months ended September 30, 2023 and for three and nine months ended September 30, 2022 (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 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 September 30, 2023 $ ( 24,875 ) $ 8,080 $ ( 16,795 ) $ ( 1,368 ) $ 393 $ ( 975 )

Tanger Factory Outlet Centers, Inc.

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2024 and 2023 (in thousands):

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

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Other comprehensive income before reclassifications ( 838 ) — ( 838 ) ( 36 ) — ( 36 )

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

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

Tanger Factory Outlet Centers, Inc.

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

— 3,077 3,077 — 131 131

Balance March 31, 2024 $ ( 23,923 ) $ 2,643 $ ( 21,280 ) $ ( 1,329 ) $ 150 $ ( 1,179 )

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

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Balance December 31, 2022 $ ( 24,516 ) $ 13,479 $ ( 11,037 ) $ ( 1,351 ) $ 638 $ ( 713 )

Other comprehensive income (loss) before reclassifications ( 5,823 ) 12,995 7,172 ( 267 ) 596 329

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 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.

Other comprehensive loss before reclassifications 155 — 155 9 — 9

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

— ( 3,277 ) ( 3,277 ) — ( 149 ) ( 149 )

Balance March 31, 2023 $ ( 24,361 ) $ 10,202 $ ( 14,159 ) $ ( 1,342 ) $ 489 $ ( 853 )

We expect within the next twelve months to reclassify into earnings as an increase to interest expense approximately $ 3.1 million of the amounts recorded within accumulated other comprehensive income related to the interest rate swap agreements in effect as of March 31, 2024.

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 nine months ended September 30, 2023 (in thousands):

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

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

The following table presents changes in the balances of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2024 (in thousands):

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

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Other comprehensive income before reclassifications ( 874 ) — ( 874 )

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

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

— 3,209 3,209

Balance March 31, 2024 $ ( 25,250 ) $ 2,792 $ ( 22,458 )

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

Balance December 31, 2022 $ ( 25,867 ) $ 14,117 $ ( 11,750 )

Other comprehensive income (loss) before reclassifications ( 6,090 ) 13,591 7,501

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

Other comprehensive loss before reclassifications 164 — 164

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

— ( 3,426 ) ( 3,426 )

Balance March 31, 2023 $ ( 25,703 ) $ 10,691 $ ( 15,012 )

Lease Agreements

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.

As of March 31, 2024, we were the lessor to approximately 2,400 stores in our 32 consolidated centers, under operating leases with initial terms that expire from 2024 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 Nine months ended

September 30, September 30,

2023 2022 2023 2022

Three months ended

Rental revenues - fixed $ 95,979 $ 81,887

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

September 30, 2023 September 30, 2022

March 31, 2024 March 31, 2023

Costs relating to construction included in accounts payable and accrued expenses $ 23,587 $ 30,331

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

Nine months ended September 30,

Three months ended

Interest paid $ 20,640 $ 18,352

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Recently issued accounting standards

On March 12, 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform.

This ASU is effective as of March 12, 2020 through December 31, 2022.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and clarifies some of its guidance.

Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.

Amendments to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition.

The amendments are effective immediately for all entities.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which defers the sunset date on the topic of reference rate reform from December 31, 2022, to December 31, 2024.

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

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 contracts, changing the 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.

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

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

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.

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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.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

Early adoption is permitted.

We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.

The ASU also makes several other changes to income tax disclosure requirements.

The guidance is effective for fiscal years beginning after December 15, 2024.

The guidance should be applied prospectively;

however, retrospective application is permitted.

Early adoption is permitted.

We are evaluating the impact of this guidance on our consolidated financial statements and related disclosures.

Subsequent Events

Unsecured Lines of Credit Recast

In April 2024, the Operating Partnership entered into amendments to its unsecured lines of credit, which, among other things, increased the borrowing capacity from $ 520 million to $ 620 million, with an accordion feature to increase total borrowing capacity to $ 1.2 billion, extended the maturity date from July 14, 2025 to April 12, 2028 (which may be extended by one additional year by exercising extension options), and reduced the applicable pricing margin from Adjusted SOFR plus 100 basis points to Adjusted SOFR plus 85 basis points based on the Company's current credit rating.

Dividend Declaration

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.

In April 2024, the Board declared a $ 0.275 cash dividend per common share payable on May 15, 2024 to each shareholder of record on April 30, 2024, and in its capacity as General Partner of the Operating Partnership, authorized a $ 0.275 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