Document

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 30, 2019



	☐	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)

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

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	☒	No	☐
Tanger Properties Limited Partnership	Yes	☒	No	☐

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	☒	No	☐
Tanger Properties Limited Partnership	Yes	☒	No	☐

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	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐



Tanger Properties Limited Partnership
Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☐
		Emerging Growth Company	☐

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.	☐
Tanger Properties Limited Partnership	☐

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	☐	No	☒
Tanger Properties Limited Partnership	Yes	☐	No	☒

As of August 1, 2019, there were 93,544,267 common shares of Tanger Factory Outlet Centers, Inc. outstanding, $.01 par value.

EXPLANATORY NOTE

This report combines the unaudited quarterly reports on Form 10-Q for the quarter ended June 30, 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 June 30, 2019, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 93,544,267 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.

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, shareholders’ equity and partners’ 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 partners’ 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.

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 June 30, 2019 and December 31, 2018	5
Consolidated Statements of Operations - for the three and six months ended June 30, 2019 and 2018	6
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2019 and 2018	7
Consolidated Statements of Shareholders’ Equity - for the three and six months ended June 30, 2019 and 2018	8
Consolidated Statements of Cash Flows - for the six months ended June 30, 2019 and 2018	10

FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of June 30, 2019 and December 31, 2018	11
Consolidated Statements of Operations - for the three and six months ended June 30, 2019 and 2018	12
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2019 and 2018	13
Consolidated Statements of Equity - for the three and six months ended June 30, 2019 and 2018	14
Consolidated Statements of Cash Flows - for the six months ended June 30, 2019 and 2018	16

Condensed Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership	17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	41

Item 3. Quantitative and Qualitative Disclosures about Market Risk	60

Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)	62

Part II. Other Information

Item 1. Legal Proceedings	63

Item 1A. Risk Factors	63

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	63



Item 6. Exhibits	64

Signatures	65

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)



	June 30, 2019			December 31, 2018
Assets
Rental property:
Land	$	267,966		$	278,428
Buildings, improvements and fixtures	2,651,300			2,764,649
Construction in progress	—			3,102
	2,919,266			3,046,179
Accumulated depreciation	(966,805		)	(981,305		)
Total rental property, net	1,952,461			2,064,874
Cash and cash equivalents	7,379			9,083
Investments in unconsolidated joint ventures	96,299			95,969
Deferred lease costs and other intangibles, net	104,286			116,874
Operating lease right-of-use assets	87,430			—
Prepaids and other assets	95,913			98,102
Total assets	$	2,343,768		$	2,384,902
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,137,629		$	1,136,663
Unsecured term loan, net	347,102			346,799
Mortgages payable, net	85,661			87,471
Unsecured lines of credit, net	15,917			141,985
Total debt	1,586,309			1,712,918
Accounts payable and accrued expenses	60,324			82,676
Operating lease liabilities	92,092			—
Other liabilities	88,235			83,773
Total liabilities	1,826,960			1,879,367
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $.01 par value, 300,000,000 shares authorized, 93,544,267 and 93,941,783 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	935			939
Paid in capital	778,026			778,845
Accumulated distributions in excess of net income	(262,764		)	(272,454		)
Accumulated other comprehensive loss	(25,415		)	(27,151		)
Equity attributable to Tanger Factory Outlet Centers, Inc.	490,782			480,179
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	26,026			25,356
Noncontrolling interests in other consolidated partnerships	—			—
Total equity	516,808			505,535
Total liabilities and equity	$	2,343,768		$	2,384,902

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data, unaudited)



	Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018
Revenues:
Rental revenues	$	112,385		$	116,518		$	232,339		$	237,174
Management, leasing and other services	1,245			1,142			2,587			2,340
Other revenues	2,077			2,051			3,936			3,732
Total revenues	115,707			119,711			238,862			243,246
Expenses:
Property operating	36,726			37,946			79,103			80,164
General and administrative	16,473			10,997			28,618			22,109
Depreciation and amortization	31,146			32,694			62,906			65,817
Total expenses	84,345			81,637			170,627			168,090
Other income (expense):
Interest expense	(15,134		)	(16,181		)	(31,441		)	(31,981		)
Gain on sale of assets	—			—			43,422			—
Other income (expense)	(3,417		)	191			(3,193		)	400
Total other income (expense)	(18,551		)	(15,990		)	8,788			(31,581		)
Income before equity in earnings of unconsolidated joint ventures	12,811			22,084			77,023			43,575
Equity in earnings of unconsolidated joint ventures	1,646			2,206			3,275			4,400
Net income	14,457			24,290			80,298			47,975
Noncontrolling interests in Operating Partnership	(730		)	(1,229		)	(4,045		)	(2,446		)
Noncontrolling interests in other consolidated partnerships	—			(92		)	(195		)	278
Net income attributable to Tanger Factory Outlet Centers, Inc.	$	13,727		$	22,969		$	76,058		$	45,807

Basic earnings per common share:
Net income	$	0.15		$	0.24		$	0.81		$	0.48
Diluted earnings per common share:
Net income	$	0.15		$	0.24		$	0.81		$	0.48

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)



	Three months ended June 30,						Six months ended June 30,
	2019			2018			2019			2018
Net income	$	14,457		$	24,290		$	80,298		$	47,975
Other comprehensive income (loss):
Foreign currency translation adjustments	5,443			(2,002		)	7,392			(5,097		)
Change in fair value of cash flow hedges	(3,613		)	844			(5,565		)	3,583
Other comprehensive income (loss)	1,830			(1,158		)	1,827			(1,514		)
Comprehensive income	16,287			23,132			82,125			46,461
Comprehensive income attributable to noncontrolling interests	(822		)	(1,262		)	(4,331		)	(2,091		)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.	$	15,465		$	21,870		$	77,794		$	44,370

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

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, March 31, 2018	$	944		$	776,753		$	(194,416	)	$	(19,623	)	$	563,658		$	29,833		$	—		$	593,491
Net income	—			—			22,969			—			22,969			1,229			92			24,290
Other comprehensive loss	—			—			—			(1,099		)	(1,099		)	(59		)	—			(1,158		)
Compensation under Incentive Award Plan	—			3,940			—			—			3,940			—			—			3,940
Repurchase of 475,549 common shares, including transaction costs	(5		)	(9,995		)	—			—			(10,000		)	—			—			(10,000		)
Adjustment for noncontrolling interests in Operating Partnership	—			179			—			—			179			(179		)	—			—
Common dividends ($0.35 per share)	—			—			(33,059		)	—			(33,059		)	—			—			(33,059		)
Distributions to noncontrolling interests	—			—			—			—			—			(1,748		)	(92		)	(1,840		)
Balance, June 30, 2018	$	939		$	770,877		$	(204,506	)	$	(20,722	)	$	546,588		$	29,076		$	—		$	575,664

	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	—			—			45,807			—			45,807			2,446			(278		)	47,975
Other comprehensive loss	—			—			—			(1,437		)	(1,437		)	(77		)	—			(1,514		)
Compensation under Incentive Award Plan	—			7,596			—			—			7,596			—			—			7,596
Grant of 355,184 restricted common share awards, net of forfeitures	3			(3		)	—			—			—			—			—			—
Repurchase of 919,249 common shares, including transaction costs	(9		)	(19,989		)	—			—			(19,998		)	—			—			(19,998		)
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	—			558			—			—			558			(558		)	—			—
Common dividends ($0.6925 per share)	—			—			(65,448		)	—			(65,448		)	—			—			(65,448		)
Distributions to noncontrolling interests	—			—			—			—			—			(3,459		)	(167		)	(3,626		)
Balance, June 30, 2018	$	939		$	770,877		$	(204,506	)	$	(20,722	)	$	546,588		$	29,076		$	—		$	575,664

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



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, March 31, 2019	$	941		$	780,936		$	(276,491	)	$	(27,153	)	$	478,233		$	25,210		$	—		$	503,443
Net income	—			—			13,727			—			13,727			730			—			14,457
Other comprehensive income	—			—			—			1,738			1,738			92			—			1,830
Compensation under Incentive Award Plan	—			7,078			—			—			7,078			—			—			7,078
Repurchase of 558,399 common shares, including transaction costs	(6		)	(9,994		)	—			—			(10,000		)	—			—			(10,000		)
Contributions from noncontrolling interests	—			—			—			—			—			—			18			18
Adjustment for noncontrolling interests in Operating Partnership	—			6			—			—			6			(6		)	—			—
Distributions to noncontrolling interests	—			—			—			—			—			—			(18		)	(18		)
Balance, June 30, 2019	$	935		$	778,026		$	(262,764	)	$	(25,415	)	$	490,782		$	26,026		$	—		$	516,808

	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	—			—			76,058			—			76,058			4,045			195			80,298
Other comprehensive income	—			—			—			1,736			1,736			91			—			1,827
Compensation under Incentive Award Plan	—			10,988			—			—			10,988			—			—			10,988
Grant of 242,167 restricted common share awards, net of forfeitures	3			(3		)	—			—			—			—			—			—
Repurchase of 558,399 common shares, including transaction costs	(6		)	(9,994		)	—			—			(10,000		)	—			—			(10,000		)
Withholding of 81,284 common shares for employee income taxes	(1		)	(1,780		)	—			—			(1,781		)	—			—			(1,781		)
Contributions from noncontrolling interests	—			—			—			—			—			—			36			36
Adjustment for noncontrolling interests in Operating Partnership	—			(30		)	—			—			(30		)	30			—			—
Common dividends ($0.705 per share)	—			—			(66,368		)	—			(66,368		)	—			—			(66,368		)
Distributions to noncontrolling interests	—			—			—			—			—			(3,496		)	(231		)	(3,727		)
Balance, June 30, 2019	$	935		$	778,026		$	(262,764	)	$	(25,415	)	$	490,782		$	26,026		$	—		$	516,808

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)



	Six months ended June 30,
	2019			2018
OPERATING ACTIVITIES
Net income	$	80,298		$	47,975
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	62,906			65,817
Amortization of deferred financing costs	1,497			1,532
Gain on sale of assets	(43,422		)	—
Equity in earnings of unconsolidated joint ventures	(3,275		)	(4,400		)
Equity-based compensation expense	10,799			7,045
Amortization of debt (premiums) and discounts, net	220			204
Amortization (accretion) of market rent rate adjustments, net	753			1,251
Straight-line rent adjustments	(4,886		)	(3,294		)
Distributions of cumulative earnings from unconsolidated joint ventures	3,154			4,332
Other non-cash	3,638			—
Changes in other assets and liabilities:
Other assets	(577		)	3,738
Accounts payable and accrued expenses	(18,384		)	(8,833		)
Net cash provided by operating activities	92,721			115,367
INVESTING ACTIVITIES
Additions to rental property	(22,402		)	(41,212		)
Additions to investments in unconsolidated joint ventures	(1,695		)	(1,497		)
Net proceeds from sale of assets	128,248			—
Additions to non-real estate assets	(480		)	(1,114		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	12,303			13,911
Additions to deferred lease costs	(4,119		)	(2,821		)
Other investing activities	4,476			4,032
Net cash provided by (used) in investing activities	116,331			(28,701		)
FINANCING ACTIVITIES
Cash dividends paid	(66,368		)	(65,448		)
Distributions to noncontrolling interests in Operating Partnership	(3,496		)	(3,459		)
Proceeds from revolving credit facility	207,500			295,600
Repayments of revolving credit facility	(334,100		)	(280,000		)
Repayments of notes, mortgages and loans	(1,661		)	(10,169		)
Repurchase of common shares, including transaction costs	(10,000		)	(19,998		)
Employee income taxes paid related to shares withheld upon vesting of equity awards	(1,781		)	(2,068		)
Additions to deferred financing costs	(65		)	(2,615		)
Proceeds from other financing activities	36			445
Payment for other financing activities	(805		)	(741		)
Net cash used in financing activities	(210,740		)	(88,453		)
Effect of foreign currency rate changes on cash and cash equivalents	(16		)	(53		)
Net decrease in cash and cash equivalents	(1,704		)	(1,840		)
Cash and cash equivalents, beginning of period	9,083			6,101
Cash and cash equivalents, end of period	$	7,379		$	4,261

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

Item 1 - Financial Statements of Tanger Properties Limited Partnership

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except unit data, unaudited)



	June 30, 2019		December 31, 2018
Assets
Rental property:
Land	$	267,966	$	278,428
Buildings, improvements and fixtures	2,651,300		2,764,649
Construction in progress	—		3,102
	2,919,266		3,046,179
Accumulated depreciation	(966,805