United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

	x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

	o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 1-11986 (Tanger Factory Outlet Centers, Inc.)

Commission file number 333-3526-01 (Tanger Properties Limited Partnership)

TANGER FACTORY OUTLET CENTERS, INC.

TANGER PROPERTIES LIMITED PARTNERSHIP

(Exact name of Registrant as specified in its charter)

North Carolina (Tanger Factory Outlet Centers, Inc.)	56-1815473
North Carolina (Tanger Properties Limited Partnership)	56-1822494
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)
(336) 292-3010
(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Tanger Factory Outlet Centers, Inc.	Yes x   No o
Tanger Properties Limited Partnership	Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Tanger Factory Outlet Centers, Inc.	Yes x   No o
Tanger Properties Limited Partnership	Yes x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer", “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Tanger Factory Outlet Centers, Inc.
Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company o

Tanger Properties Limited Partnership
Large accelerated filer o		Accelerated filer o
Non-accelerated filer x		Smaller reporting company o
		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Tanger Factory Outlet Centers, Inc.	o
Tanger Properties Limited Partnership	o

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).

Tanger Factory Outlet Centers, Inc.	Yes o   No x
Tanger Properties Limited Partnership	Yes o   No x

Securities registered pursuant to Section 12(b) of the Act:

Tanger Factory Outlet Centers, Inc,:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value	SKT	New York Stock Exchange

Tanger Properties Limited Partnership:

None

As of May 2, 2019, there were 94,102,666 common shares of Tanger Factory Outlet Centers, Inc. outstanding, $.01 par value.

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EXPLANATORY NOTE

This report combines the unaudited quarterly reports on Form 10-Q for the quarter ended March 31, 2019 of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. Unless the context indicates otherwise, the term "Company" refers to Tanger Factory Outlet Centers, 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.

Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States and Canada. The Company is a fully-integrated, self-administered and self-managed real estate investment trust ("REIT") which, through its controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. The outlet centers and other assets are held by, and all of the operations are conducted by, the Operating Partnership and its subsidiaries. Accordingly, the descriptions of the business, employees and properties of the Company are also descriptions of the business, employees and properties of the Operating Partnership. As the Operating Partnership is the issuer of our registered debt securities, we are required to present a separate set of financial statements for this entity.

The Company owns the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP Trust controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest. As of March 31, 2019, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 94,102,666 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,960,684 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 status as a REIT. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.

Management operates the Company and the Operating Partnership as one enterprise. The management of the Company consists of the same members as the management of the Operating Partnership. These individuals are officers of the Company and employees of the Operating Partnership. The individuals that comprise the Company's Board of Directors are also the same individuals that make up Tanger GP Trust's Board of Trustees.

We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:

•	enhancing investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•	eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and

•	creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.

There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this report. We believe it is important, however, to understand these differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated consolidated company.

As stated above, the Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership through its wholly-owned subsidiaries, the Tanger GP Trust and Tanger LP Trust. As a result, the Company does not conduct business itself, other than issuing public equity from time to time and incurring expenses required to operate as a public company. However, all operating expenses incurred by the Company are reimbursed by the Operating Partnership, thus the only material item on the Company's income statement is its equity in the earnings of the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. The Company itself does not hold any indebtedness but does guarantee certain debt of the Operating Partnership, as disclosed in this report.

2

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The Operating Partnership holds all of the outlet centers and other assets, including the ownership interests in consolidated and unconsolidated joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by the Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required through its operations, its incurrence of indebtedness or through the issuance of partnership units.

Noncontrolling interests, shareholder's equity and partner's capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership held by the Non-Company LPs are accounted for as partner's capital in the Operating Partnership's financial statements and as noncontrolling interests in the Company's financial statements.

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections, as applicable, for each of the Company and the Operating Partnership:

•Consolidated financial statements;

•The following notes to the consolidated financial statements:

•	Debt of the Company and the Operating Partnership;

•	Shareholders' Equity, if applicable, and Partners' Equity;

•	Earnings Per Share and Earnings Per Unit;

•	Accumulated Other Comprehensive Income of the Company and the Operating Partnership;

•	Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.

This report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

The separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Company operates the business through the Operating Partnership.

The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

3

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TANGER FACTORY OUTLET CENTERS, INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP

Index

	Page Number
Part I. Financial Information
Item 1.
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC. (Unaudited)
Consolidated Balance Sheets - as of March 31, 2019 and December 31, 2018	5
Consolidated Statements of Operations - for the three months ended March 31, 2019 and 2018	6
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2019 and 2018	7
Consolidated Statements of Shareholders' Equity - for the three months ended March 31, 2019 and 2018	8
Consolidated Statements of Cash Flows - for the three months ended March 31, 2019 and 2018	10
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of March 31, 2019 and December 31, 2018	11
Consolidated Statements of Operations - for the three months ended March 31, 2019 and 2018	12
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2019 and 2018	13
Consolidated Statements of Equity - for the three months ended March 31, 2019 and 2018	14
Consolidated Statements of Cash Flows - for the three months ended March 31, 2019 and 2018	15
Condensed Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership	16
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3. Quantitative and Qualitative Disclosures about Market Risk	53
Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)	55
Part II. Other Information
Item 1. Legal Proceedings	56
Item 1A. Risk Factors	56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 6. Exhibits	57
Signatures	58

4

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PART I. - FINANCIAL INFORMATION

Item 1 - Financial Statements of Tanger Factory Outlet Centers, Inc.

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data, unaudited)

		March 31, 2019				December 31, 2018
Assets
Rental property:
Land		$	267,910			$	278,428
Buildings, improvements and fixtures		2,639,764				2,764,649
Construction in progress		—				3,102
		2,907,674				3,046,179
Accumulated depreciation		(941,193		)		(981,305		)
Total rental property, net		1,966,481				2,064,874
Cash and cash equivalents		1,616				9,083
Investments in unconsolidated joint ventures		97,654				95,969
Deferred lease costs and other intangibles, net		106,170				116,874
Operating lease right-of-use assets		87,679				—
Prepaids and other assets		94,224				98,102
Total assets		$	2,353,824			$	2,384,902
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net		$	1,137,145			$	1,136,663
Unsecured term loan, net		346,950				346,799
Mortgages payable, net		86,572				87,471
Unsecured lines of credit, net		12,117				141,985
Total debt		1,582,784				1,712,918
Accounts payable and accrued expenses		87,536				82,676
Operating lease liabilities		92,354				—
Other liabilities		87,707				83,773
Total liabilities		1,850,381				1,879,367
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $.01 par value, 300,000,000 shares authorized, 94,102,666 and 93,941,783 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		941				939
Paid in capital		780,936				778,845
Accumulated distributions in excess of net income		(276,491		)		(272,454		)
Accumulated other comprehensive loss		(27,153		)		(27,151		)
Equity attributable to Tanger Factory Outlet Centers, Inc.		478,233				480,179
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership		25,210				25,356
Noncontrolling interests in other consolidated partnerships		—				—
Total equity		503,443				505,535
Total liabilities and equity		$	2,353,824			$	2,384,902

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

5

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data, unaudited)

		Three months ended March 31,
		2019				2018
Revenues:
Rental revenues		$	119,954			$	120,656
Management, leasing and other services		1,342				1,199
Other revenues		1,859				1,680
Total revenues		123,155				123,535
Expenses:
Property operating		42,377				42,218
General and administrative		12,145				11,112
Depreciation and amortization		31,760				33,123
Total expenses		86,282				86,453
Other income (expense):
Interest expense		(16,307		)		(15,800		)
Gain on sale of assets		43,422				—
Other income		224				209
Total other income (expense)		27,339				(15,591		)
Income before equity in earnings of unconsolidated joint ventures		64,212				21,491
Equity in earnings of unconsolidated joint ventures		1,629				2,194
Net income		65,841				23,685
Noncontrolling interests in Operating Partnership		(3,315		)		(1,217		)
Noncontrolling interests in other consolidated partnerships		(195		)		370
Net income attributable to Tanger Factory Outlet Centers, Inc.		$	62,331			$	22,838
Basic earnings per common share:
Net income		$	0.66			$	0.24
Diluted earnings per common share:
Net income		$	0.66			$	0.24

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

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

		Three months ended March 31,
		2019				2018
Net income		$	65,841			$	23,685
Other comprehensive income (loss):
Foreign currency translation adjustments		1,949				(3,095		)
Change in fair value of cash flow hedges		(1,952		)		2,739
Other comprehensive loss		(3		)		(356		)
Comprehensive income		65,838				23,329
Comprehensive income attributable to noncontrolling interests		(3,509		)		(829		)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.		$	62,329			$	22,500

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

7

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

		Common shares			Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive loss			Equity attributable to Tanger Factory Outlet Centers, Inc.			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total  equity
Balance, December 31, 2017		$	946		$	784,782		$	(184,865	)	$	(19,285	)	$	581,578		$	30,724		$	—		$	612,302
Net income		—			—			22,838			—			22,838			1,217			(370		)	23,685
Other comprehensive loss		—			—			—			(338		)	(338		)	(18		)	—			(356		)
Compensation under Incentive Award Plan		—			3,656			—			—			3,656			—			—			3,656
Grant of 355,184 restricted common share awards, net of forfeitures		3			(3		)	—			—			—			—			—			—
Repurchase of 443,700 common shares, including transaction costs		(4		)	(9,994		)	—			—			(9,998		)	—			—			(9,998		)
Withholding of 89,437 common shares for employee income taxes		(1		)	(2,067		)	—			—			(2,068		)	—			—			(2,068		)
Contributions from noncontrolling interests		—			—			—			—			—			—			445			445
Adjustment for noncontrolling interests in Operating Partnership		—			379			—			—			379			(379		)	—			—
Common dividends ($0.3425 per share)		—			—			(32,389		)	—			(32,389		)	—			—			(32,389		)
Distributions to noncontrolling interests		—			—			—			—			—			(1,711		)	(75		)	(1,786		)
Balance, March 31, 2018		$	944		$	776,753		$	(194,416	)	$	(19,623	)	$	563,658		$	29,833		$	—		$	593,491
The accompanying notes are an integral part of these consolidated financial statements.

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands, except share and per share data, unaudited)
		Common shares			Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive loss			Equity attributable to Tanger Factory Outlet Centers, Inc.			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total  equity
Balance, December 31, 2018		$	939		$	778,845		$	(272,454	)	$	(27,151	)	$	480,179		$	25,356		$	—		$	505,535
Net income		—			—			62,331			—			62,331			3,315			195			65,841
Other comprehensive loss		—			—			—			(2		)	(2		)	(1		)	—			(3		)
Compensation under Incentive Award Plan		—			3,910			—			—			3,910			—			—			3,910
Grant of 242,167 restricted common share awards, net of forfeitures		3			(3		)	—			—			—			—			—			—
Withholding of 81,284 common shares for employee income taxes		(1		)	(1,780		)	—			—			(1,781		)	—			—			(1,781		)
Contributions from noncontrolling interests		—			—			—			—			—			—			18			18
Adjustment for noncontrolling interests in Operating Partnership		—			(36		)	—			—			(36		)	36			—			—
Common dividends ($0.705 per share) (1)		—			—			(66,368		)	—			(66,368		)	—			—			(66,368		)
Distributions to noncontrolling interests		—			—			—			—			—			(3,496		)	(213		)	(3,709		)
Balance, March 31, 2019		$	941		$	780,936		$	(276,491	)	$	(27,153	)	$	478,233		$	25,210		$	—		$	503,443

(1)	Includes both a $0.35 cash dividend per common share declared and paid during the first quarter of 2019 and a cash dividend declared in February 2019 payable in May 2019 of $0.355 per common share.

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

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

		Three months ended March 31,
		2019				2018
OPERATING ACTIVITIES
Net income		$	65,841			$	23,685
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,760				33,123
Amortization of deferred financing costs		747				783
Gain on sale of assets		(43,422		)		—
Equity in earnings of unconsolidated joint ventures		(1,629		)		(2,194		)
Equity-based compensation expense		3,818				3,392
Amortization of debt (premiums) and discounts, net		109				101
Amortization (accretion) of market rent rate adjustments, net		480				562
Straight-line rent adjustments		(1,970		)		(1,948		)
Distributions of cumulative earnings from unconsolidated joint ventures		1,455				2,198
Changes in other assets and liabilities:
Other assets		873				1,714
Accounts payable and accrued expenses		(24,894		)		(11,412		)
Net cash provided by operating activities		33,168				50,004
INVESTING ACTIVITIES
Additions to rental property		(9,906		)		(19,714		)
Additions to investments in unconsolidated joint ventures		(779		)		(514		)
Net proceeds from sale of assets		128,248				—
Additions to non-real estate assets		(174		)		(303		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures		8,157				4,494
Additions to deferred lease costs		(1,209		)		(1,014		)
Other investing activities		2,936				2,969
Net cash provided by (used) in investing activities		127,273				(14,082		)
FINANCING ACTIVITIES
Cash dividends paid		(32,910		)		(32,389		)
Distributions to noncontrolling interests in Operating Partnership		(1,735		)		(1,711		)
Proceeds from revolving credit facility		135,200				149,200
Repayments of revolving credit facility		(265,300		)		(129,700		)
Repayments of notes, mortgages and loans		(825		)		(9,379		)
Repurchase of common shares, including transaction costs		—				(9,998		)
Employee income taxes paid related to shares withheld upon vesting of equity awards		(1,781		)		(2,068		)
Additions to deferred financing costs		(65		)		(2,606		)
Proceeds from other financing activities		18				445
Payment for other financing activities		(500		)		(362		)
Net cash used in financing activities		(167,898		)		(38,568		)
Effect of foreign currency rate changes on cash and cash equivalents		(10		)		(28		)
Net decrease in cash and cash equivalents		(7,467		)		(2,674		)
Cash and cash equivalents, beginning of period		9,083				6,101
Cash and cash equivalents, end of period		$	1,616			$	3,427

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

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Item 1 - Financial Statements of Tanger Properties Limited Partnership

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data, unaudited)

		March 31, 2019				December 31, 2018
Assets
Rental property:
Land		$	267,910			$	278,428
Buildings, improvements and fixtures		2,639,764				2,764,649
Construction in progress		—				3,102
		2,907,674				3,046,179
Accumulated depreciation		(941,193		)		(981,305		)
Total rental property, net		1,966,481				2,064,874
Cash and cash equivalents		1,570				8,991
Investments in unconsolidated joint ventures		97,654				95,969
Deferred lease costs and other intangibles, net		106,170				116,874
Operating lease right-of-use assets		87,679				—
Prepaids and other assets		93,826				97,832
Total assets		$	2,353,380			$	2,384,540
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net		$	1,137,145			$	1,136,663
Unsecured term loan, net		346,950				346,799
Mortgages payable, net		86,572				87,471
Unsecured lines of credit, net		12,117				141,985
Total debt		1,582,784				1,712,918
Accounts payable and accrued expenses		87,092				82,314
Operating lease liabilities		92,354				—
Other liabilities		87,707				83,773
Total liabilities		1,849,937				1,879,005
Commitments and contingencies
Equity
Partners' Equity:
General partner, 1,000,000 units outstanding at March 31, 2019 and December 31, 2018		5,227				4,914
Limited partners, 4,960,684 and 4,960,684 Class A common units, and 93,102,666 and 92,941,783 Class B common units outstanding at March 31, 2019 and December 31, 2018, respectively		526,850				529,252
Accumulated other comprehensive loss		(28,634		)		(28,631		)
Total partners' equity		503,443				505,535
Noncontrolling interests in consolidated partnerships		—				—
Total equity		503,443				505,535
Total liabilities and equity		$	2,353,380			$	2,384,540

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

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TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data, unaudited)

		Three months ended March 31,
		2019				2018
Revenues:
Rental revenues		$	119,954			$	120,656
Management, leasing and other services		1,342				1,199
Other revenues		1,859				1,680
Total revenues		123,155				123,535
Expenses:
Property operating		42,377				42,218
General and administrative		12,145				11,112
Depreciation and amortization		31,760				33,123
Total expenses		86,282				86,453
Other income (expense):
Interest expense		(16,307		)		(15,800		)
Gain on sale of assets		43,422				—
Other income		224				209
Total other income (expense)		27,339				(15,591		)
Income before equity in earnings of unconsolidated joint ventures		64,212				21,491
Equity in earnings of unconsolidated joint ventures		1,629				2,194
Net income		65,841				23,685
Noncontrolling interests in consolidated partnerships		(195		)		370
Net income available to partners		65,646				24,055
Net income available to limited partners		64,983				23,814
Net income available to general partner		$	663			$	241
Basic earnings per common unit:
Net income		$	0.66			$	0.24
Diluted earnings per common unit:
Net income		$	0.66			$	0.24

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

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TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)

		Three months ended March 31,
		2019				2018
Net income		$	65,841			$	23,685
Other comprehensive income (loss):
Foreign currency translation adjustments		1,949				(3,095		)
Changes in fair value of cash flow hedges		(1,952		)		2,739
Other comprehensive loss		(3		)		(356		)
Comprehensive income		65,838				23,329
Comprehensive income (loss) attributable to noncontrolling interests in consolidated partnerships		(195		)		370
Comprehensive income attributable to the Operating Partnership		$	65,643			$	23,699

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

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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, December 31, 2017		$	5,844		$	626,803		$	(20,345	)	$	612,302		$	—		$	612,302
Net income		241			23,814			—			24,055			(370		)	23,685
Other comprehensive loss		—			—			(356		)	(356		)	—			(356		)
Compensation under Incentive Award Plan		—			3,656			—			3,656			—			3,656
Grant of 355,184 restricted common share awards by the Company, net of forfeitures		—			—			—			—			—			—
Repurchase of 443,700 units, including transaction costs		—			(9,998		)	—			(9,998		)	—			(9,998		)
Withholding of 89,437 common units for employee income taxes		—			(2,068		)	—			(2,068		)	—			(2,068		)
Contributions from noncontrolling interests		—			—			—			—			445			445
Common distributions ($0.3425 per common unit)		(342		)	(33,758		)	—			(34,100		)	—			(34,100		)
Distributions to noncontrolling interests		—			—			—			—			(75		)	(75		)
Balance, March 31, 2018		$	5,743		$	608,449		$	(20,701	)	$	593,491		$	—		$	593,491
		General partner			Limited partners			Accumulated other comprehensive loss			Total partners' equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, December 31, 2018		$	4,914		$	529,252		$	(28,631	)	$	505,535		$	—		$	505,535
Net income		663			64,983			—			65,646			195			65,841
Other comprehensive loss		—			—			(3		)	(3		)	—			(3		)
Compensation under Incentive Award Plan		—			3,910			—			3,910			—			3,910
Grant of 242,167 restricted common share awards by the Company		—			—			—			—			—			—
Withholding of 81,284 common units for employee income taxes		—			(1,781		)	—			(1,781		)	—			(1,781		)
Contributions from noncontrolling interests		—			—			—			—			18			18
Common distributions ($0.705  per common unit) (1)		(350		)	(69,514		)	—			(69,864		)	—			(69,864		)
Distributions to noncontrolling interests		—			—			—			—			(213		)	(213		)
Balance, March 31, 2019		$	5,227		$	526,850		$	(28,634	)	$	503,443		$	—		$	503,443

(1)	Includes both a $0.35 cash dividend per common unit declared and paid during the first quarter of 2019 and a cash dividend declared in February 2019 payable in May 2019 of $0.355 per common unit.

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

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TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

		Three months ended March 31,
		2019				2018
OPERATING ACTIVITIES
Net income		$	65,841			$	23,685
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,760				33,123
Amortization of deferred financing costs		747				783
Gain on sale of assets		(43,422		)		—
Equity in earnings of unconsolidated joint ventures		(1,629		)		(2,194		)
Equity-based compensation expense		3,818				3,392
Amortization of debt (premiums) and discounts, net		109				101
Amortization (accretion) of market rent rate adjustments, net		480				562
Straight-line rent adjustments		(1,970		)		(1,948		)
Distributions of cumulative earnings from unconsolidated joint ventures		1,455				2,198
Changes in other assets and liabilities:
Other assets		1,001				1,903
Accounts payable and accrued expenses		(24,976		)		(11,639		)
Net cash provided by operating activities		33,214				49,966
INVESTING ACTIVITIES
Additions to rental property		(9,906		)		(19,714		)
Additions to investments in unconsolidated joint ventures		(779		)		(514		)
Net proceeds from sale of assets		128,248				—
Additions to non-real estate assets		(174		)		(303		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures		8,157				4,494
Additions to deferred lease costs		(1,209		)		(1,014		)
Other investing activities		2,936				2,969
Net cash provided by (used) in investing activities		127,273				(14,082		)
FINANCING ACTIVITIES
Cash distributions paid		(34,645		)		(34,100		)
Proceeds from revolving credit facility		135,200				149,200
Repayments of revolving credit facility		(265,300		)		(129,700		)
Repayments of notes, mortgages and loans		(825		)		(9,379		)
Repurchase of units, including transaction costs		—				(9,998		)
Employee income taxes paid related to shares withheld upon vesting of equity awards		(1,781		)		(2,068		)
Additions to deferred financing costs		(65		)		(2,606		)
Proceeds from other financing activities		18				445
Payment for other financing activities		(500		)		(362		)
Net cash used in financing activities		(167,898		)		(38,568		)
Effect of foreign currency on cash and cash equivalents		(10		)		(28		)
Net decrease in cash and cash equivalents		(7,421		)		(2,712		)
Cash and cash equivalents, beginning of period		8,991				6,050
Cash and cash equivalents, end of period		$	1,570			$	3,338

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

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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business

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 exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. As of March 31, 2019, we owned and operated 32 consolidated outlet centers, with a total gross leasable area of approximately 12.0 million square feet. We also had partial ownership interests in 8 unconsolidated outlet centers totaling approximately 2.4 million square feet, including 4 outlet centers in Canada.

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 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.

The Company owns the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP Trust is the sole general partner of the Operating Partnership. Tanger LP Trust holds a limited partnership interest. As of March 31, 2019, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 94,102,666 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,960,684 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.

2. Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America and should be read in conjunction with the consolidated financial statements and notes thereto of the Company's and the Operating Partnership's combined Annual Report on Form 10-K for the year ended December 31, 2018. The December 31, 2018 balance sheet data in this Form 10-Q was derived from audited financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the SEC's rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.

Certain prior period balances in the accompanying unaudited consolidated statements of operations have been reclassified or combined to conform to the current period presentation.

The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant.

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We consolidate properties that are wholly-owned and properties where we own less than 100% but control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIE"). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers all relationships between us and the VIE, including management agreements and other contractual arrangements.

Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the joint venture's net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.

For certain investments in real estate joint ventures, we record our equity in the venture's net income or loss under the hypothetical liquidation at book value (“HLBV”) method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements for those joint ventures. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation.

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

"Noncontrolling interests in the Operating Partnership" reflects the Non-Company LP's percentage ownership of the Operating Partnership's units. "Noncontrolling interests in other consolidated partnerships" consist of outside equity interests in partnerships or joint ventures not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income is allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.

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3. Disposition of Properties

During the three months ended March 31, 2019, the Company closed on the sale of four non-core outlet centers for total gross proceeds of $130.5 million.

The following table sets forth certain summarized information regarding the properties sold during the three months ended March 31, 2019:

Property

Location

Date Sold

Square Feet (in 000's)

Net Sales Proceeds (in 000's)

Gain on Sale (in 000's)

Nags Head, Ocean City, Park City, and Williamsburg

Nags Head, NC, Ocean City, MD, Park City, UT, and Williamsburg, IA

March 2019

878

$

128,248

$

43,422

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

4. Investments in Unconsolidated Real Estate Joint Ventures

The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures:

As of March 31, 2019
Joint Venture		Outlet Center Location		Ownership %			Square Feet (in 000's)			Carrying Value of Investment (in millions)				Total Joint Venture Debt, Net (in millions)(1)
Investments included in investments in unconsolidated joint ventures:
RioCan Canada		Various		50.0	%		924			$	97.7			$	9.5
										$	97.7
Investments included in other liabilities:
Columbus(2)		Columbus, OH		50.0	%		355			$	(2.6	)		$	84.8
Charlotte(2)		Charlotte, NC		50.0	%		399			(11.2		)		99.5
National Harbor(2)		National Harbor, MD		50.0	%		341			(5.0		)		94.4
Galveston/Houston (2)		Texas City, TX		50.0	%		353			(20.6		)		79.7
										$	(39.4	)

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As of December 31, 2018
Joint Venture		Outlet Center Location		Ownership %			Square Feet (in 000's)			Carrying Value of Investment (in millions)				Total Joint Venture Debt, Net (in millions)(1)
Investments included in investments in unconsolidated joint ventures:
RioCan Canada		Various		50.0	%		924			$	96.0			$	9.3
										$	96.0
Investments included in other liabilities:
Columbus (2)		Columbus, OH		50.0	%		355			$	(1.6	)		$	84.7
Charlotte(2)		Charlotte, NC		50.0	%		398			(10.8		)		99.5
National Harbor (2)		National Harbor, MD		50.0	%		341			(5.1		)		94.5
Galveston/Houston(2)		Texas City, TX		50.0	%		353			(15.0		)		79.6
										$	(32.5	)

(1)	Net of debt origination costs and including premiums of $1.4 million as of March 31, 2019 and December 31, 2018.

(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
		March 31,
		2019				2018
Fee:
Management and marketing		$	566			$	567
Leasing and other fees		31				46
Expense reimbursements from unconsolidated joint ventures		745				586
Total Fees		$	1,342			$	1,199

Expense reimbursements from unconsolidated joint ventures were previously included in expense reimbursements in our 2018 10-Q. As these revenues are not related to leases, the 2018 amounts have been reclassified to management, leasing and other services on the consolidated statements of operations to conform to the current year presentation. See Note 17 for discussion of adoption of Accounting Standards Codification Topic 842 “Leases”.

Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the "Summary Balance Sheets - Unconsolidated Joint Ventures" shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis (totaling $4.0 million and $4.1 million as of March 31, 2019 and December 31, 2018, respectively) are amortized over the various useful lives of the related assets.

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

Condensed Combined Balance Sheets - Unconsolidated Joint Ventures		March 31, 2019				December 31, 2018
Assets
Land		$	92,440			$	91,443
Buildings, improvements and fixtures		474,981				469,834
Construction in progress		3,455				2,841
		570,876				564,118
Accumulated depreciation		(119,996		)		(113,713		)
Total rental property, net		450,880				450,405
Cash and cash equivalents		11,744				16,216
Deferred lease costs and other intangibles, net		8,098				8,437
Prepaids and other assets		15,963				25,648
Total assets		$	486,685			$	500,706
Liabilities and Owners' Equity
Mortgages payable, net		$	367,933			$	367,865
Accounts payable and other liabilities		11,933				13,414
Total liabilities		379,866				381,279
Owners' equity		106,819				119,427
Total liabilities and owners' equity		$	486,685			$	500,706

		Three months ended
Condensed Combined Statements of Operations		March 31,
- Unconsolidated Joint Ventures		2019				2018
Revenues		$	23,463			$	23,997
Expenses:
Property operating		9,790				9,928
General and administrative		90				198
Depreciation and amortization		6,110				6,363
Total expenses		15,990				16,489
Other income (expense):
Interest expense		(4,134		)		(3,077		)
Other income		66				52
Total other income (expense)		$	(4,068	)		$	(3,025	)
Net income		$	3,405			$	4,483
The Company and Operating Partnership's share of:
Net income		$	1,629			$	2,194
Depreciation and amortization (real estate related)		$	3,130			$	3,229

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5. Debt Guaranteed by the Company

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

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

		As of
		March 31, 2019				December 31, 2018
Unsecured lines of credit		$	15,000			$	145,100
Unsecured term loan		$	350,000			$	350,000

6. Debt of the Operating Partnership

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

							As of								As of
							March 31, 2019								December 31, 2018
		Stated Interest Rate(s)			Maturity Date		Principal				Book Value(1)				Principal				Book Value(1)
Senior, unsecured notes:
Senior notes		3.875	%		December 2023		$	250,000			$	246,823			$	250,000			$	246,664
Senior notes		3.750	%		December 2024		250,000				247,855				250,000				247,765
Senior notes		3.125	%		September 2026		350,000				345,805				350,000				345,669
Senior notes		3.875	%		July 2027		300,000				296,662				300,000				296,565
Mortgages payable:
Atlantic City (2)(3)		5.14%-7.65%			November 2021- December 2026		33,454				35,375				34,279				36,298
Southaven		LIBOR + 1.80%			April 2021		51,400				51,197				51,400				51,173
Unsecured term loan		LIBOR + 0.90%			April 2024		350,000				346,950				350,000				346,799
Unsecured lines of credit		LIBOR + 0.875%			October 2021		15,000				12,117				145,100				141,985
							$	1,599,854			$	1,582,784			$	1,730,779			$	1,712,918

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

(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 $178.5 million at March 31, 2019, serve as collateral for mortgages payable. We maintain unsecured lines of credit that provide for borrowings of up to $600.0 million. The unsecured lines of credit include a $20.0 million liquidity line and a $580.0 million syndicated line. The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances. As of March 31, 2019, letters of credit totaling approximately $170,000 were issued under the lines of credit.

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We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5% to 100% of principal.  The principal guarantees include terms for release or reduction based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. As of March 31, 2019, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $19.4 million.

The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95% of funds from operations on a cumulative basis. As of March 31, 2019, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities of the existing long-term debt as of March 31, 2019 for the next five years and thereafter are as follows (in thousands):

Calendar Year		Amount
For the remainder of 2019		$	2,545
2020		3,566
2021		72,193
2022		4,436
2023		254,768
Thereafter		1,262,346
Subtotal		1,599,854
Net discount and debt origination costs		(17,070		)
Total		$	1,582,784

  

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7. Derivative Financial Instruments

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):

													Fair Value
Effective Date		Maturity Date		Notional Amount				Bank Pay Rate		Company Fixed Pay Rate			March 31, 2019				December 31, 2018
Assets (Liabilities)(1):
April 13, 2016		January 1, 2021		175,000				1 month LIBOR		1.03	%		$	3,773			$	4,948
March 1, 2018		January 31, 2021		40,000				1 month LIBOR		2.47	%		(156		)		(6		)
August 14, 2018		January 1, 2021		150,000				1 month LIBOR		2.20	%		180				807
Total				$	365,000								$	3,797			$	5,749

(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.

The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, each with a separate counterparty. 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 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 March 31,
		2019				2018
Interest Rate Swaps (Effective Portion):
Amount of gain (loss) recognized in OCI on derivative		$	(1,952	)		$	2,739

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8. Fair Value Measurements

Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:

Tier		Description
Level 1		Observable inputs such as quoted prices in active markets
Level 2		Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3		Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

Fair Value Measurements on a Recurring Basis

The following table sets forth our assets and liabilities that are measured at fair value within the fair value hierarchy (in thousands):

						Level 1				Level 2				Level 3
						Quoted Prices in Active Markets for Identical Assets or Liabilities				Significant Observable Inputs				Significant Unobservable Inputs
		Total
Fair value as of March 31, 2019:
Asset:
Interest rate swaps (prepaids and other assets)		$	3,953			$	—			$	3,953			$	—
Total assets		$	3,953			$	—			$	3,953			$	—
Liabilities:
Interest rate swaps (other liabilities)		$	156			$	—			$	156			$	—
Total liabilities		$	156			$	—			$	156			$	—

						Level 1				Level 2				Level 3
						Quoted Prices in Active Markets for Identical Assets or Liabilities				Significant Observable Inputs				Significant Unobservable Inputs
		Total
Fair value as of December 31, 2018:
Asset:
Interest rate swaps (prepaids and other assets)		$	5,755			$	—			$	5,755			$	—
Total assets		$	5,755			$	—			$	5,755			$	—
Liabilities:
Interest rate swaps (other liabilities)		$	6			$	—			$	6			$	—
Total liabilities		$	6			$	—			$	6			$	—

Fair values of interest rate swaps are approximated 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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Other Fair Value Disclosures

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

		March 31, 2019				December 31, 2018
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities		$	—			$	—
Level 2 Significant Observable Inputs		1,116,493				1,085,138
Level 3 Significant Unobservable Inputs		452,278				583,337
Total fair value of debt		$	1,568,771			$	1,668,475
Recorded value of debt		$	1,582,784			$	1,712,918

Our senior unsecured notes are publicly-traded which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the hierarchy. 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 LIBOR 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.

The carrying values of cash and cash equivalents, 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.

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9. Shareholders' Equity of the Company

Dividend Declaration

In January 2019, the Company's Board of Directors declared a $0.35 cash dividend per common which was paid during the first quarter of 2019, to each shareholder of record on January 31, 2019, and the Trustees of Tanger GP Trust declared a $0.35 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

In February 2019, the Company's Board of Directors declared a $0.355 cash dividend per common share payable on May 15, 2019 to each shareholder of record on April 30, 2019, and the Trustees of Tanger GP Trust declared a $0.355 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders. A liability in the amount of approximately $35.2 million was recorded in accounts payable and accrued expenses in the consolidated balance sheet as of March 31, 2019.

Share Repurchase Program

In May 2017, the Company announced that our Board of Directors authorized the repurchase of up to $125.0 million of our outstanding common shares as market conditions warrant over a period commencing on May 19, 2017 and expiring on May 18, 2019. During 2017 and 2018, we repurchased an aggregate of approximately 2.8 million common shares on the open market at an average price of $24.48, totaling approximately $69.3 million.

In February 2019, the Company's Board of Directors authorized the repurchase of up to an additional $44.3 million of our outstanding common shares for a total authorized amount of $100.0 million. The Board of Directors also extended the expiration of the existing plan by two years to May 2021. 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.

Shares repurchased are as follows: