skt-20220630

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, 2022


			☐			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 August 1, 2022, there were 104,371,479 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, 2022 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. 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, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest. As of June 30, 2022, the Company and its wholly owned subsidiaries owned 104,394,792 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,761,559 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.

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, including through its wholly-owned subsidiary, 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, 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 and Partners’ Equity;

•Earnings Per Share and Earnings Per Unit;

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

•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 Principal Executive Officer and the Principal 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, 2022 and December 31, 2021			5
Consolidated Statements of Operations - for the three and six months ended June 30, 2022 and 2021			6
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2022 and 2021			7
Consolidated Statements of Shareholders’ Equity - for the three and six months ended June 30, 2022 and 2021			8
Consolidated Statements of Cash Flows - for the six months ended June 30, 2022 and 2021			10
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of June 30, 2022 and December 31, 2021			11
Consolidated Statements of Operations - for the three and six months ended June 30, 2022 and 2021			12
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2022 and 2021			13
Consolidated Statements of Equity - for the three and six months ended June 30, 2022 and 2021			14
Consolidated Statements of Cash Flows - for the six months ended June 30, 2022 and 2021			16
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			39
Item 3. Quantitative and Qualitative Disclosures about Market Risk			64
Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)			65
Part II. Other Information
Item 1. Legal Proceedings			65
Item 1A. Risk Factors			65


Item 6. Exhibits			67
Signatures			68

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, 2022		December 31, 2021
Assets
Rental property:
Land	$	277,041	$	268,269
Buildings, improvements and fixtures	2,537,507		2,532,489
Construction in progress	13,346		—
	2,827,894		2,800,758
Accumulated depreciation	(1,189,576)		(1,145,388)
Total rental property, net	1,638,318		1,655,370
Cash and cash equivalents	194,190		161,255

Investments in unconsolidated joint ventures	80,041		82,647
Deferred lease costs and other intangibles, net	67,482		73,720

Operating lease right-of-use assets	79,228		79,807
Prepaids and other assets	95,986		104,585
Total assets	$	2,155,245	$	2,157,384
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,037,086	$	1,036,181
Unsecured term loan, net	298,783		298,421
Mortgages payable, net	60,146		62,474
Unsecured lines of credit	—		—
Total debt	1,396,015		1,397,076
Accounts payable and accrued expenses	76,512		92,995
Operating lease liabilities	88,330		88,874
Other liabilities	81,813		78,650
Total liabilities	1,642,670		1,657,595
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 104,394,792 and 104,084,734 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	1,044		1,041
Paid in capital	981,833		978,054
Accumulated distributions in excess of net income	(483,241)		(483,409)
Accumulated other comprehensive loss	(9,420)		(17,761)
Equity attributable to Tanger Factory Outlet Centers, Inc.	490,216		477,925
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	22,359		21,864
Noncontrolling interests in other consolidated partnerships	—		—
Total equity	512,575		499,789
Total liabilities and equity	$	2,155,245	$	2,157,384

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,
	2022		2021		2022		2021
Revenues:
Rental revenues	$	101,409	$	96,824	$	206,018	$	194,291
Management, leasing and other services	1,436		1,359		2,963		2,731
Other revenues	2,993		3,090		5,725		4,945
Total revenues	105,838		101,273		214,706		201,967
Expenses:
Property operating	32,697		31,250		69,455		66,561
General and administrative	19,329		15,700		34,796		32,493



Depreciation and amortization	26,220		27,732		52,463		55,882
Total expenses	78,246		74,682		156,714		154,936
Other income (expense):
Interest expense	(11,576)		(13,338)		(23,210)		(27,700)
Loss on early extinguishment of debt	—		(14,039)		—		(14,039)


Other income (expense)	2,576		654		2,759		(2,851)
Total other income (expense)	(9,000)		(26,723)		(20,451)		(44,590)
Income (loss) before equity in earnings of unconsolidated joint ventures	18,592		(132)		37,541		2,441
Equity in earnings of unconsolidated joint ventures	2,227		2,728		4,740		4,497
Net income	20,819		2,596		42,281		6,938
Noncontrolling interests in Operating Partnership	(914)		(118)		(1,858)		(327)
Noncontrolling interests in other consolidated partnerships	—		—		—		—
Net income attributable to Tanger Factory Outlet Centers, Inc.	$	19,905	$	2,478	$	40,423	$	6,611

Basic earnings per common share:
Net income	$	0.19	$	0.02	$	0.39	$	0.06
Diluted earnings per common share:
Net income	$	0.19	$	0.02	$	0.38	$	0.06

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,
	2022		2021		2022		2021
Net income	$	20,819	$	2,596	$	42,281	$	6,938
Other comprehensive income:
Foreign currency translation adjustments	(2,441)		1,365		(1,215)		6,004
Change in fair value of cash flow hedges	2,265		237		9,939		2,235
Other comprehensive income (loss)	(176)		1,602		8,724		8,239
Comprehensive income	20,643		4,198		51,005		15,177
Comprehensive (income) attributable to noncontrolling interests	(906)		(195)		(2,241)		(724)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.	$	19,737	$	4,003	$	48,764	$	14,453

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, 2021	$	1,008	$	913,236	$	(432,895)	$	(20,268)	$	461,081	$	21,933	$	—	$	483,014
Net income	—		—		2,478		—		2,478		118		—		2,596
Other comprehensive income	—		—		—		1,525		1,525		77		—		1,602
Compensation under Incentive Award Plan	—		2,765		—		—		2,765		—		—		2,765
Issuance of 15,500 common shares upon exercise of options	—		89		—		—		89		—		—		89
Issuance of 2,810,503 common shares	28		52,193		—		—		52,221		—		—		52,221






Adjustment for noncontrolling interests in Operating Partnership	—		(1,874)		—		—		(1,874)		1,874		—		—



Common dividends ($0.1775 per share)	—		—		(17,951)		—		(17,951)		—		—		(17,951)
Distributions to noncontrolling interests	—		—		—		—		—		(851)		—		(851)
Balance, June 30, 2021	$	1,036	$	966,409	$	(448,368)	$	(18,743)	$	500,334	$	23,151	$	—	$	523,485

	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, 2020	$	936	$	787,143	$	(420,104)	$	(26,585)	$	341,390	$	17,493	$	—	$	358,883
Net income	—		—		6,611		—		6,611		327		—		6,938
Other comprehensive income	—		—		—		7,842		7,842		397		—		8,239
Compensation under Incentive Award Plan	—		6,674		—		—		6,674		—		—		6,674
Issuance of 15,500 common shares upon exercise of options	—		89		—		—		89		—		—		89
Grant of 469,675 restricted common share awards, net of forfeitures	5		(5)		—		—		—		—		—		—



Issuance of 9,677,581 common shares	96		180,780		—		—		180,876		—		—		180,876
Withholding of 111,977 common shares for employee income taxes	(1)		(1,636)		—		—		(1,637)		—		—		(1,637)

Adjustment for noncontrolling interests in Operating Partnership	—		(6,636)		—		—		(6,636)		6,636		—		—



Common dividends ($0.3550 per share)	—		—		(34,875)		—		(34,875)		—		—		(34,875)
Distributions to noncontrolling interests	—		—		—		—		—		(1,702)		—		(1,702)
Balance, June 30, 2021	$	1,036	$	966,409	$	(448,368)	$	(18,743)	$	500,334	$	23,151	$	—	$	523,485

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, March 31, 2022	$	1,044	$	978,734	$	(482,206)	$	(9,252)	$	488,320	$	22,257	$	—	$	510,577
Net income	—		—		19,905		—		19,905		914		—		20,819
Other comprehensive loss	—		—		—		(168)		(168)		(8)		—		(176)
Compensation under Incentive Award Plan	—		4,299		—		—		4,299		—		—		4,299
Issuance of 800 common shares upon exercise of options	—		5		—		—		5		—		—		5
Forfeiture of 13,062 restricted common share awards	—		—		—		—		—		—		—		—





Withholding of 62,007 common shares for employee income taxes	—		(1,057)		—		—		(1,057)		—		—		(1,057)
Adjustment for noncontrolling interests in Operating Partnership	—		(148)		—		—		(148)		148		—		—



Common dividends ($0.20 per share)	—		—		(20,940)		—		(20,940)		—		—		(20,940)
Distributions to noncontrolling interests	—		—		—		—		—		(952)		—		(952)
Balance, June 30, 2022	$	1,044	$	981,833	$	(483,241)	$	(9,420)	$	490,216	$	22,359	$	—	$	512,575

	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, 2021	$	1,041	$	978,054	$	(483,409)	$	(17,761)	$	477,925	$	21,864	$	—	$	499,789
Net income	—		—		40,423		—		40,423		1,858		—		42,281
Other comprehensive income	—		—		—		8,341		8,341		383		—		8,724
Compensation under Incentive Award Plan	—		7,045		—		—		7,045		—		—		7,045
Issuance of 2,700 common shares upon exercise of options	—		15		—		—		15		—		—		15
Grant of 499,336 restricted common share awards, net of forfeitures	4		(4)		—		—		—		—		—		—


Withholding of 191,978 common shares for employee income taxes	(1)		(3,202)		—		—		(3,203)		—		—		(3,203)

Adjustment for noncontrolling interests in Operating Partnership	—		(75)		—		—		(75)		75		—		—




Common dividends ($0.3825 per share)	—		—		(40,255)		—		(40,255)		—		—		(40,255)
Distributions to noncontrolling interests	—		—		—		—		—		(1,821)		—		(1,821)
Balance, June 30, 2022	$	1,044	$	981,833	$	(483,241)	$	(9,420)	$	490,216	$	22,359	$	—	$	512,575

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,
	2022		2021
OPERATING ACTIVITIES
Net income	$	42,281	$	6,938
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	52,463		55,882

Amortization of deferred financing costs	1,541		2,320




Loss on early extinguishment of debt	—		14,039
Equity in earnings of unconsolidated joint ventures	(4,740)		(4,497)
Equity-based compensation expense	6,959		6,608
Amortization of debt (premiums) and discounts, net	241		210
Amortization (accretion) of market rent rate adjustments, net	314		25
Straight-line rent adjustments	1,035		1,521
Distributions of cumulative earnings from unconsolidated joint ventures	4,775		4,774
Other non-cash	(2,418)		3,638
Changes in other assets and liabilities:
Other assets	7,072		12,619
Accounts payable and accrued expenses	(20,448)		(12,472)
Net cash provided by operating activities	89,075		91,605
INVESTING ACTIVITIES
Additions to rental property	(25,717)		(11,836)


Additions to investments in unconsolidated joint ventures	—		(7,000)
Net proceeds from sale of real estate assets	—		8,129

Net proceeds on sale of non-real estate assets	14,610		—
Additions to non-real estate assets	(4,176)		(781)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	6,536		13,364
Additions to deferred lease costs	(1,076)		(4,562)
Other investing activities	1,728		6,695
Net cash provided by (used in) investing activities	(8,095)		4,009
FINANCING ACTIVITIES
Cash dividends paid	(40,255)		(34,875)
Distributions to noncontrolling interests in Operating Partnership	(1,821)		(1,702)


Proceeds from notes, mortgages and loans	—		—
Repayments of notes, mortgages and loans	(2,180)		(201,861)
Payment of make-whole premium related to early extinguishment of debt	—		(12,954)

Employee income taxes paid related to shares withheld upon vesting of equity awards	(3,203)		(1,637)



Additions to deferred financing costs	—		(123)
Proceeds from exercise of options	15		89
Proceeds from common share offering	—		180,876

Payment for other financing activities	(574)		(574)

Net cash provided by (used in) financing activities	(48,018)		(72,761)
Effect of foreign currency rate changes on cash and cash equivalents	(27)		(73)
Net increase (decrease) in cash and cash equivalents	32,935		22,780
Cash and cash equivalents, beginning of period	161,255		84,832
Cash and cash equivalents, end of period	$	194,190	$	107,612

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, 2022		December 31, 2021
Assets
Rental property:
Land	$	277,041	$	268,269
Buildings, improvements and fixtures	2,537,507		2,532,489
Construction in progress	13,346		—
	2,827,894		2,800,758
Accumulated depreciation	(1,189,576)		(1,145,388)
Total rental property, net	1,638,318		1,655,370
Cash and cash equivalents	194,208		161,152

Investments in unconsolidated joint ventures	80,041		82,647
Deferred lease costs and other intangibles, net	67,482		73,720

Operating lease right-of-use assets	79,228		79,807
Prepaids and other assets	95,641		104,362
Total assets	$	2,154,918	$	2,157,058
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,037,086	$	1,036,181
Unsecured term loan, net	298,783		298,421
Mortgages payable, net	60,146		62,474
Unsecured lines of credit	—		—
Total debt	1,396,015		1,397,076
Accounts payable and accrued expenses	76,185		92,669
Operating lease liabilities	88,330		88,874
Other liabilities	81,813		78,650
Total liabilities	1,642,343		1,657,269
Commitments and contingencies
Equity
Partners’ Equity:
General partner, 1,100,000 units outstanding at June 30, 2022 and 1,100,000 units at December 31, 2021, respectively	4,543		4,539
Limited partners, 4,761,559 and 4,761,559 Class A common units, and 103,294,792 and 102,984,734 Class B common units outstanding at June 30, 2022 and December 31, 2021, respectively	518,081		514,023
Accumulated other comprehensive loss	(10,049)		(18,773)
Total partners’ equity	512,575		499,789
Noncontrolling interests in consolidated partnerships	—		—
Total equity	512,575		499,789
Total liabilities and equity	$	2,154,918	$	2,157,058

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data, unaudited)


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Revenues:
Rental revenues	$	101,409	$	96,824	$	206,018	$	194,291
Management, leasing and other services	1,436		1,359		2,963		2,731
Other revenues	2,993		3,090		5,725		4,945
Total revenues	105,838		101,273		214,706		201,967
Expenses:
Property operating	32,697		31,250		69,455		66,561
General and administrative	19,329		15,700		34,796		32,493



Depreciation and amortization	26,220		27,732		52,463		55,882
Total expenses	78,246		74,682