skt-20210930

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, 2021


			☐			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) (Zip Code)

(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

☒

☐

Tanger Properties Limited Partnership

Yes

☒

☐

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

☒

☐

Tanger Properties Limited Partnership

Yes

☒

☐

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

☐

☒

Tanger Properties Limited Partnership

Yes

☐

☒

As of November 1, 2021, there were 103,984,534 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, 2021 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, 2021, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 103,984,234 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,794,643 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, 2021 and December 31, 2020			6
Consolidated Statements of Operations - for the three and nine months ended September 30, 2021 and 2020			7
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2021 and 2020			8
Consolidated Statements of Shareholders’ Equity - for the three and nine months ended September 30, 2021 and 2020			9
Consolidated Statements of Cash Flows - for the nine months ended September 30, 2021 and 2020			11
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of September 30, 2021 and December 31, 2020			12
Consolidated Statements of Operations - for the three and nine months ended September 30, 2021 and 2020			13
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2021 and 2020			14
Consolidated Statements of Shareholders’ Equity - for the three and nine months ended September 30, 2021 and 2020			15
Consolidated Statements of Cash Flows - for the nine months ended September 30, 2021 and 2020			17
Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership			18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Item 3. Quantitative and Qualitative Disclosures about Market Risk			70
Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)			72
Part II. Other Information
Item 1. Legal Proceedings			72
Item 1A. Risk Factors			72


Item 6. Exhibits			74
Signatures			75

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, 2021		December 31, 2020
Assets
Rental property:
Land	$	268,243	$	265,968
Buildings, improvements and fixtures	2,520,492		2,527,404

	2,788,735		2,793,372
Accumulated depreciation	(1,125,883)		(1,054,993)
Total rental property, net	1,662,852		1,738,379
Cash and cash equivalents	143,116		84,832

Investments in unconsolidated joint ventures	85,421		94,579
Deferred lease costs and other intangibles, net	76,980		84,960

Operating lease right-of-use assets	80,658		81,499
Prepaids and other assets	100,134		105,282
Total assets	$	2,149,161	$	2,189,531
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,035,670	$	1,140,576
Unsecured term loan, net	298,288		347,370
Mortgages payable, net	76,807		79,940
Unsecured lines of credit	—		—
Total debt	1,410,765		1,567,886
Accounts payable and accrued expenses	90,053		88,253
Operating lease liabilities	89,364		90,105
Other liabilities	78,819		84,404
Total liabilities	1,669,001		1,830,648
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 103,984,234 and 93,569,801 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	1,040		936
Paid in capital	975,137		787,143
Accumulated distributions in excess of net income	(496,495)		(420,104)
Accumulated other comprehensive loss	(20,686)		(26,585)
Equity attributable to Tanger Factory Outlet Centers, Inc.	458,996		341,390
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	21,164		17,493
Noncontrolling interests in other consolidated partnerships	—		—
Total equity	480,160		358,883
Total liabilities and equity	$	2,149,161	$	2,189,531

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,
	2021		2020		2021		2020
Revenues:
Rental revenues	$	107,265	$	100,251	$	301,556	$	271,082
Management, leasing and other services	1,641		1,194		4,372		3,362
Other revenues	3,559		1,768		8,504		4,392
Total revenues	112,465		103,213		314,432		278,836
Expenses:
Property operating	37,186		35,206		103,747		101,991
General and administrative	14,817		11,181		47,310		35,331


Impairment charge	—		—		—		45,675
Depreciation and amortization	26,944		29,903		82,826		87,966
Total expenses	78,947		76,290		233,883		270,963
Other income (expense):
Interest expense	(13,282)		(15,647)		(40,982)		(47,786)
Loss on early extinguishment of debt	(33,821)		—		(47,860)		—
Gain on sale of assets	—		2,324		—		2,324

Other income (expense)	253		161		(2,598)		789
Total other income (expense)	(46,850)		(13,162)		(91,440)		(44,673)
Income (loss) before equity in earnings (losses) of unconsolidated joint ventures	(13,332)		13,761		(10,891)		(36,800)
Equity in earnings (losses) of unconsolidated joint ventures	2,261		(42)		6,758		(1,490)
Net income (loss)	(11,071)		13,719		(4,133)		(38,290)
Noncontrolling interests in Operating Partnership	492		(690)		165		1,939
Noncontrolling interests in other consolidated partnerships	—		—		—		(190)
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.	$	(10,579)	$	13,029	$	(3,968)	$	(36,541)

Basic earnings per common share:
Net income (loss)	$	(0.11)	$	0.14	$	(0.05)	$	(0.40)
Diluted earnings per common share:
Net income (loss)	$	(0.11)	$	0.14	$	(0.05)	$	(0.40)

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,
	2021		2020		2021		2020
Net income (loss)	$	(11,071)	$	13,719	$	(4,133)	$	(38,290)
Other comprehensive income (loss):
Foreign currency translation adjustments	(2,142)		1,870		3,862		(2,506)
Change in fair value of cash flow hedges	108		1,463		2,343		(4,711)
Other comprehensive income (loss)	(2,034)		3,333		6,205		(7,217)
Comprehensive income (loss)	(13,105)		17,052		2,072		(45,507)
Comprehensive (income) loss attributable to noncontrolling interests	583		(857)		(141)		2,114
Comprehensive income (loss) attributable to Tanger Factory Outlet Centers, Inc.	$	(12,522)	$	16,195	$	1,931	$	(43,393)

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, 2020	$	935	$	781,485	$	(433,396)	$	(35,513)	$	313,511	$	16,472	$	—	$	329,983
Net income	—		—		13,029		—		13,029		690		—		13,719
Other comprehensive income	—		—		—		3,166		3,166		167		—		3,333
Compensation under Incentive Award Plan	—		2,450		—		—		2,450		—		—		2,450

Forfeitures of 18,996 restricted common share awards	—		—		—		—		—		—		—		—





Adjustment for noncontrolling interests in Operating Partnership	—		(120)		—		—		(120)		120		—		—





Balance, September 30, 2020	$	935	$	783,815	$	(420,367)	$	(32,347)	$	332,036	$	17,449	$	—	$	349,485

	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, 2019	$	929	$	775,035	$	(317,263)	$	(25,495)	$	433,206	$	22,903	$	—	$	456,109
Net income (loss)	—		—		(36,541)		—		(36,541)		(1,939)		190		(38,290)
Other comprehensive loss	—		—		—		(6,852)		(6,852)		(365)		—		(7,217)
Compensation under Incentive Award Plan	—		9,871		—		—		9,871		—		—		9,871

Grant of 611,350 restricted common share awards, net of forfeitures	6		(6)		—		—		—		—		—		—
Issuance of 6,258 deferred shares	—		—		—		—		—		—		—		—


Withholding of 56,597 common shares for employee income taxes	—		(736)		—		—		(736)		—		—		(736)
Contributions from noncontrolling interests	—		—		—		—		—		—		72		72
Adjustment for noncontrolling interests in Operating Partnership	—		(349)		—		—		(349)		349		—		—



Common dividends ($0.7125 per share)	—		—		(66,563)		—		(66,563)		—		—		(66,563)
Distributions to noncontrolling interests	—		—		—		—		—		(3,499)		(262)		(3,761)
Balance, September 30, 2020	$	935	$	783,815	$	(420,367)	$	(32,347)	$	332,036	$	17,449	$	—	$	349,485

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, 2021	$	1,036	$	966,409	$	(448,368)	$	(18,743)	$	500,334	$	23,151	$	—	$	523,485
Net loss	—		—		(10,579)		—		(10,579)		(492)		—		(11,071)
Other comprehensive loss	—		—		—		(1,943)		(1,943)		(91)		—		(2,034)
Compensation under Incentive Award Plan	—		3,012		—		—		3,012		—		—		3,012
Issuance of 17,240 common shares upon exercise of options	—		99		—		—		99		—		—		99
Grant of 23,488 restricted common share awards, net of forfeitures	—		—		—		—		—		—		—		—




Issuance of 331,682 common shares	4		6,089		—		—		6,093		—		—		6,093
Withholding of 8,756 common shares for employee income taxes	—		(150)		—		—		(150)		—		—		(150)
Adjustment for noncontrolling interests in Operating Partnership	—		(322)		—		—		(322)		322		—		—



Common dividends ($0.3600 per share) (1)	—		—		(37,548)		—		(37,548)		—		—		(37,548)
Distributions to noncontrolling interests	—		—		—		—		—		(1,726)		—		(1,726)
Balance, September 30, 2021	$	1,040	$	975,137	$	(496,495)	$	(20,686)	$	458,996	$	21,164	$	—	$	480,160

	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, 2020	$	936	$	787,143	$	(420,104)	$	(26,585)	$	341,390	$	17,493	$	—	$	358,883
Net loss	—		—		(3,968)		—		(3,968)		(165)		—		(4,133)
Other comprehensive income	—		—		—		5,899		5,899		306		—		6,205
Compensation under Incentive Award Plan	—		9,686		—		—		9,686		—		—		9,686
Issuance of 32,740 common shares upon exercise of options	—		188		—		—		188		—		—		188
Grant of 493,163 restricted common share awards, net of forfeitures	5		(5)		—		—		—		—		—		—
Issuance of 10,009,263 common shares	100		186,869		—		—		186,969		—		—		186,969

Withholding of 120,733 common shares for employee income taxes	(1)		(1,786)		—		—		(1,787)		—		—		(1,787)

Adjustment for noncontrolling interests in Operating Partnership	—		(6,958)		—		—		(6,958)		6,958		—		—




Common dividends ($0.7150 per share) (2)	—		—		(72,423)		—		(72,423)		—		—		(72,423)
Distributions to noncontrolling interests	—		—		—		—		—		(3,428)		—		(3,428)
Balance, September 30, 2021	$	1,040	$	975,137	$	(496,495)	$	(20,686)	$	458,996	$	21,164	$	—	$	480,160

(1)Includes a $0.1775 cash dividend per common share declared and paid during the third quarter of 2021 and a cash dividend declared in September 2021 payable in November 2021 of $0.1825 per common share.

(2)Includes a $0.5325 cash dividend per common share declared and paid during the first nine months of 2021 and a cash dividend declared in September 2021 payable in November 2021 of $0.1825 per common share.

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,
	2021		2020
OPERATING ACTIVITIES
Net loss	$	(4,133)	$	(38,290)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	82,826		87,966
Impairment charge	—		45,675
Amortization of deferred financing costs	3,170		2,586


Gain on sale of assets	—		(2,324)

Loss on early extinguishment of debt	47,860		—
Equity in (earnings) losses of unconsolidated joint ventures	(6,758)		1,490
Equity-based compensation expense	9,602		9,566
Amortization of debt (premiums) and discounts, net	333		359
Amortization (accretion) of market rent rate adjustments, net	151		2,560
Straight-line rent adjustments	1,137		2,418
Distributions of cumulative earnings from unconsolidated joint ventures	7,068		2,309
Other non-cash	3,638		—
Changes in other assets and liabilities:
Other assets	5,908		(23,249)
Accounts payable and accrued expenses	(6,852)		895
Net cash provided by operating activities	143,950		91,961
INVESTING ACTIVITIES
Additions to rental property	(23,685)		(23,072)


Additions to investments in unconsolidated joint ventures	(7,000)		(5,601)
Net proceeds from sale of assets	8,129		7,626

Additions to non-real estate assets	(1,664)		(1,541)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	16,023		4,717
Additions to deferred lease costs	(5,333)		(2,755)
Other investing activities	11,602		8,339
Net cash used in investing activities	(1,928)		(12,287)
FINANCING ACTIVITIES
Cash dividends paid	(53,385)		(66,563)
Distributions to noncontrolling interests in Operating Partnership	(2,553)		(3,499)
Proceeds from revolving credit facility	—		641,630
Repayments of revolving credit facility	—		(641,630)
Proceeds from notes, mortgages and loans	394,208		—
Repayments of notes, mortgages and loans	(552,811)		(2,656)
Payment of make-whole premium related to early extinguishment of debt	(44,872)		—

Employee income taxes paid related to shares withheld upon vesting of equity awards	(1,787)		(736)



Additions to deferred financing costs	(8,703)		(1,841)
Proceeds from exercise of options	188		—
Proceeds from common share offering	186,969		—
Proceeds from other financing activities	—		72
Payment for other financing activities	(861)		(1,122)

Net cash used in financing activities	(83,607)		(76,345)
Effect of foreign currency rate changes on cash and cash equivalents	(131)		(208)
Net increase in cash and cash equivalents	58,284		3,121
Cash and cash equivalents, beginning of period	84,832		16,672
Cash and cash equivalents, end of period	$	143,116	$	19,793

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, 2021		December 31, 2020
Assets
Rental property:
Land	$	268,243	$	265,968
Buildings, improvements and fixtures	2,520,492		2,527,404

	2,788,735		2,793,372
Accumulated depreciation	(1,125,883)		(1,054,993)
Total rental property, net	1,662,852		1,738,379
Cash and cash equivalents	142,813		84,750

Investments in unconsolidated joint ventures	85,421		94,579
Deferred lease costs and other intangibles, net	76,980		84,960

Operating lease right-of-use assets	80,658		81,499
Prepaids and other assets	100,054		104,800
Total assets	$	2,148,778	$	2,188,967
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,035,670	$	1,140,576
Unsecured term loan, net	298,288		347,370
Mortgages payable, net	76,807		79,940
Unsecured lines of credit	—		—
Total debt	1,410,765		1,567,886
Accounts payable and accrued expenses	89,670		87,689
Operating lease liabilities	89,364		90,105
Other liabilities	78,819		84,404
Total liabilities	1,668,618		1,830,084
Commitments and contingencies
Equity