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 September 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 in Rule 12b-2 of the Exchange Act).



Tanger Factory Outlet Centers, Inc.	Yes	☐	No	☒
Tanger Properties Limited Partnership	Yes	☐	No	☒

As of October 31, 2019, there were 92,893,338 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 September 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 September 30, 2019, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 92,893,338 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 September 30, 2019 and December 31, 2018	5
Consolidated Statements of Operations - for the three and nine months ended September 30, 2019 and 2018	6
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2019 and 2018	7
Consolidated Statements of Shareholders’ Equity - for the three and nine months ended September 30, 2019 and 2018	8
Consolidated Statements of Cash Flows - for the nine months ended September 30, 2019 and 2018	10

FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of September 30, 2019 and December 31, 2018	11
Consolidated Statements of Operations - for the three and nine months ended September 30, 2019 and 2018	12
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2019 and 2018	13
Consolidated Statements of Equity - for the three and nine months ended September 30, 2019 and 2018	14
Consolidated Statements of Cash Flows - for the nine months ended September 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	61

Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)	63

Part II. Other Information

Item 1. Legal Proceedings	64

Item 1A. Risk Factors	64

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	64

Item 5. Other Information	64

Item 6. Exhibits	66

Signatures	67

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)



	September 30, 2019			December 31, 2018
Assets
Rental property:
Land	$	267,642		$	278,428
Buildings, improvements and fixtures	2,663,507			2,764,649
Construction in progress	—			3,102
	2,931,149			3,046,179
Accumulated depreciation	(991,441		)	(981,305		)
Total rental property, net	1,939,708			2,064,874
Cash and cash equivalents	4,664			9,083
Investments in unconsolidated joint ventures	94,415			95,969
Deferred lease costs and other intangibles, net	101,373			116,874
Operating lease right-of-use assets	86,830			—
Prepaids and other assets	97,367			98,102
Total assets	$	2,324,357		$	2,384,902
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,138,115		$	1,136,663
Unsecured term loan, net	347,253			346,799
Mortgages payable, net	84,738			87,471
Unsecured lines of credit, net	1,817			141,985
Total debt	1,571,923			1,712,918
Accounts payable and accrued expenses	73,932			82,676
Operating lease liabilities	91,683			—
Other liabilities	88,619			83,773
Total liabilities	1,826,157			1,879,367
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $.01 par value, 300,000,000 shares authorized, 92,893,338 and 93,941,783 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	929			939
Paid in capital	771,868			778,845
Accumulated distributions in excess of net income	(272,481		)	(272,454		)
Accumulated other comprehensive loss	(27,372		)	(27,151		)
Equity attributable to Tanger Factory Outlet Centers, Inc.	472,944			480,179
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	25,256			25,356
Noncontrolling interests in other consolidated partnerships	—			—
Total equity	498,200			505,535
Total liabilities and equity	$	2,324,357		$	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 September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Revenues:
Rental revenues	$	115,050		$	120,277		$	347,389		$	357,450
Management, leasing and other services	1,356			1,239			3,943			3,580
Other revenues	2,588			2,720			6,524			6,452
Total revenues	118,994			124,236			357,856			367,482
Expenses:
Property operating	39,149			39,653			118,252			119,817
General and administrative	12,292			10,752			40,910			32,861
Impairment charge	—			49,739			—			49,739
Depreciation and amortization	30,103			32,850			93,009			98,667
Total expenses	81,544			132,994			252,171			301,084
Other income (expense):
Interest expense	(15,197		)	(16,367		)	(46,638		)	(48,348		)
Gain on sale of assets	—			—			43,422			—
Other income (expense)	227			261			(2,966		)	661
Total other income (expense)	(14,970		)	(16,106		)	(6,182		)	(47,687		)
Income (loss) before equity in earnings of unconsolidated joint ventures	22,480			(24,864		)	99,503			18,711
Equity in earnings of unconsolidated joint ventures	2,329			1,833			5,604			6,233
Net income (loss)	24,809			(23,031		)	105,107			24,944
Noncontrolling interests in Operating Partnership	(1,263		)	1,172			(5,308		)	(1,274		)
Noncontrolling interests in other consolidated partnerships	—			—			(195		)	278
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.	$	23,546		$	(21,859	)	$	99,604		$	23,948

Basic earnings per common share:
Net income (loss)	$	0.25		$	(0.24	)	$	1.06		$	0.25
Diluted earnings per common share:
Net income (loss)	$	0.25		$	(0.24	)	$	1.06		$	0.25

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 September 30,						Nine months ended September 30,
	2019			2018			2019			2018
Net income (loss)	$	24,809		$	(23,031	)	$	105,107		$	24,944
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,051		)	1,921			6,341			(3,176		)
Change in fair value of cash flow hedges	(1,011		)	512			(6,576		)	4,095
Other comprehensive income (loss)	(2,062		)	2,433			(235		)	919
Comprehensive income (loss)	22,747			(20,598		)	104,872			25,863
Comprehensive (income) loss attributable to noncontrolling interests	(1,158		)	1,048			(5,489		)	(1,043		)
Comprehensive income (loss) attributable to Tanger Factory Outlet Centers, Inc.	$	21,589		$	(19,550	)	$	99,383		$	24,820

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, June 30, 2018	$	939		$	770,877		$	(204,506	)	$	(20,722	)	$	546,588		$	29,076		$	—		$	575,664
Net loss	—			—			(21,859		)	—			(21,859		)	(1,172		)	—			(23,031		)
Other comprehensive income	—			—			—			2,309			2,309			124			—			2,433
Compensation under Incentive Award Plan	—			4,058			—			—			4,058			—			—			4,058
Adjustment for noncontrolling interests in Operating Partnership	—			(211		)	—			—			(211		)	211			—			—
Common dividends ($0.35 per share)	—			—			(32,893		)	—			(32,893		)	—			—			(32,893		)
Distributions to noncontrolling interests	—			—			—			—			—			(1,748		)	—			(1,748		)
Balance, September 30, 2018	$	939		$	774,724		$	(259,258	)	$	(18,413	)	$	497,992		$	26,491		$	—		$	524,483

	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	—			—			23,948			—			23,948			1,274			(278		)	24,944
Other comprehensive income	—			—			—			872			872			47			—			919
Compensation under Incentive Award Plan	—			11,654			—			—			11,654			—			—			11,654
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	—			347			—			—			347			(347		)	—			—
Common dividends ($1.0425 per share)	—			—			(98,341		)	—			(98,341		)	—			—			(98,341		)
Distributions to noncontrolling interests	—			—			—			—			—			(5,207		)	(167		)	(5,374		)
Balance, September 30, 2018	$	939		$	774,724		$	(259,258	)	$	(18,413	)	$	497,992		$	26,491		$	—		$	524,483

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, June 30, 2019	$	935		$	778,026		$	(262,764	)	$	(25,415	)	$	490,782		$	26,026		$	—		$	516,808
Net income	—			—			23,546			—			23,546			1,263			—			24,809
Other comprehensive loss	—			—			—			(1,957		)	(1,957		)	(105		)	—			(2,062		)
Compensation under Incentive Award Plan	—			3,669			—			—			3,669			—			—			3,669
Repurchase of 650,929 common shares, including transaction costs	(6		)	(9,994		)	—			—			(10,000		)	—			—			(10,000		)
Contributions from noncontrolling interests	—			—			—			—			—			—			11			11
Adjustment for noncontrolling interests in Operating Partnership	—			167			—			—			167			(167		)	—			—
Common dividends ($0.355 per share)	—			—			(33,263		)	—			(33,263		)	—			—			(33,263		)
Distributions to noncontrolling interests	—			—			—			—			—			(1,761		)	(11		)	(1,772		)
Balance, September 30, 2019	$	929		$	771,868		$	(272,481	)	$	(27,372	)	$	472,944		$	25,256		$	—		$	498,200

	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	—			—			99,604			—			99,604			5,308			195			105,107
Other comprehensive loss	—			—			—			(221		)	(221		)	(14		)	—			(235		)
Compensation under Incentive Award Plan	—			14,657			—			—			14,657			—			—			14,657
Grant of 242,167 restricted common share awards, net of forfeitures	3			(3		)	—			—			—			—			—			—
Repurchase of 1,209,328 common shares, including transaction costs	(12		)	(19,988		)	—			—			(20,000		)	—			—			(20,000		)
Withholding of 81,284 common shares for employee income taxes	(1		)	(1,780		)	—			—			(1,781		)	—			—			(1,781		)
Contributions from noncontrolling interests	—			—			—			—			—			—			47			47
Adjustment for noncontrolling interests in Operating Partnership	—			137			—			—			137			(137		)	—			—
Common dividends ($1.060 per share)	—			—			(99,631		)	—			(99,631		)	—			—			(99,631		)
Distributions to noncontrolling interests	—			—			—			—			—			(5,257		)	(242		)	(5,499		)
Balance, September 30, 2019	$	929		$	771,868		$	(272,481	)	$	(27,372	)	$	472,944		$	25,256		$	—		$	498,200

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)



	Nine months ended September 30,
	2019			2018
OPERATING ACTIVITIES
Net income	$	105,107		$	24,944
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	93,009			98,667
Impairment charge	—			49,739
Amortization of deferred financing costs	2,246			2,280
Gain on sale of assets	(43,422		)	—
Equity in earnings of unconsolidated joint ventures	(5,604		)	(6,233		)
Equity-based compensation expense	14,371			10,814
Amortization of debt (premiums) and discounts, net	333			309
Amortization (accretion) of market rent rate adjustments, net	1,067			1,980
Straight-line rent adjustments	(6,938		)	(4,744		)
Distributions of cumulative earnings from unconsolidated joint ventures	5,305			6,081
Other non-cash	3,638			—
Changes in other assets and liabilities:
Other assets	(338		)	(406		)
Accounts payable and accrued expenses	(9,805		)	(3,471		)
Net cash provided by operating activities	158,969			179,960
INVESTING ACTIVITIES
Additions to rental property	(35,208		)	(53,349		)
Additions to investments in unconsolidated joint ventures	(2,074		)	(1,764		)
Net proceeds from sale of assets	128,505			—
Additions to non-real estate assets	(819		)	(1,203		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	14,541			16,656
Additions to deferred lease costs	(5,207		)	(5,220		)
Other investing activities	8,205			8,065
Net cash provided by (used) in investing activities	107,943			(36,815		)
FINANCING ACTIVITIES
Cash dividends paid	(99,631		)	(98,341		)
Distributions to noncontrolling interests in Operating Partnership	(5,257		)	(5,207		)
Proceeds from revolving credit facility	275,400			391,900
Repayments of revolving credit facility	(416,400		)	(396,900		)
Repayments of notes, mortgages and loans	(2,509		)	(10,971		)
Repurchase of common shares, including transaction costs	(20,000		)	(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	47			445
Payment for other financing activities	(1,103		)	(1,027		)
Net cash used in financing activities	(271,299		)	(144,782		)
Effect of foreign currency rate changes on cash and cash equivalents	(32		)	(60		)
Net decrease in cash and cash equivalents	(4,419		)	(1,697		)
Cash and cash equivalents, beginning of period	9,083			6,101
Cash and cash equivalents, end of period	$	4,664		$	4,404

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)



	September 30, 2019		December 31, 2018
Assets
Rental property:
Land	$	267,642	$	278,428
Buildings, improvements and fixtures	2,663,507		2,764,649
Construction in progress