skt-20220331

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)


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

For the quarterly period ended March 31, 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 April 29, 2022, there were 104,394,192 common shares of Tanger Factory Outlet Centers, Inc. outstanding, $.01 par value.

EXPLANATORY NOTE TO FORM 10-Q/A

We are filing this Amendment No. 1 (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”), as filed with the Securities and Exchange Commission, or the SEC, on May 9, 2022, to amend the certification of the Principal Financial Officer of Tanger Factory Outlet Centers, Inc. originally filed as Exhibit 32.2 to the Form 10-Q, which contained a clerical error. This Form 10-Q/A also includes all parts of the Form 10-Q, as well as updated certifications of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Sections 906 and 302 of the Sarbanes-Oxley Act of 2002. This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update those disclosures affected by subsequent events and all information other than the cover page, this explanatory note to Form 10-Q/A, Part II, Item 6, the certifications and the signature page is unchanged.

EXPLANATORY NOTE

This report combines the unaudited quarterly reports on Form 10-Q for the quarter ended March 31, 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 March 31, 2022, the Company and its wholly owned subsidiaries owned 104,469,061 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 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 March 31, 2022 and December 31, 2021			5
Consolidated Statements of Operations - for the three months ended March 31, 2022 and 2021			6
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2022 and 2021			7
Consolidated Statements of Shareholders’ Equity - for the three months ended March 31, 2022 and 2021			8
Consolidated Statements of Cash Flows - for the three months ended March 31, 2022 and 2021			10
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of March 31, 2022 and December 31, 2021			11
Consolidated Statements of Operations - for the three months ended March 31, 2022 and 2021			12
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2022 and 2021			13
Consolidated Statements of Equity - for the three months ended March 31, 2022 and 2021			14
Consolidated Statements of Cash Flows - for the three months ended March 31, 2022 and 2021			15
Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership			16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
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)			61
Part II. Other Information
Item 1. Legal Proceedings			61
Item 1A. Risk Factors			61


Item 6. Exhibits			63
Signatures			64

PART I. - FINANCIAL INFORMATION

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data, unaudited)


	March 31, 2022		December 31, 2021
Assets
Rental property:
Land	$	268,269	$	268,269
Buildings, improvements and fixtures	2,528,223		2,532,489
Construction in progress	6,175		—
	2,802,667		2,800,758
Accumulated depreciation	(1,166,231)		(1,145,388)
Total rental property, net	1,636,436		1,655,370
Cash and cash equivalents	152,847		161,255

Investments in unconsolidated joint ventures	82,955		82,647
Deferred lease costs and other intangibles, net	69,861		73,720

Operating lease right-of-use assets	79,519		79,807
Prepaids and other assets	112,614		104,585
Total assets	$	2,134,232	$	2,157,384
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,036,635	$	1,036,181
Unsecured term loan, net	298,590		298,421
Mortgages payable, net	61,312		62,474
Unsecured lines of credit	—		—
Total debt	1,396,537		1,397,076
Accounts payable and accrued expenses	58,016		92,995
Operating lease liabilities	88,610		88,874
Other liabilities	80,492		78,650
Total liabilities	1,623,655		1,657,595
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 104,469,061 and 104,084,734 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	1,044		1,041
Paid in capital	978,734		978,054
Accumulated distributions in excess of net income	(482,206)		(483,409)
Accumulated other comprehensive loss	(9,252)		(17,761)
Equity attributable to Tanger Factory Outlet Centers, Inc.	488,320		477,925
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	22,257		21,864
Noncontrolling interests in other consolidated partnerships	—		—
Total equity	510,577		499,789
Total liabilities and equity	$	2,134,232	$	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 March 31,
		2022		2021
Revenues:
Rental revenues		$	104,609	$	97,467
Management, leasing and other services		1,527		1,372
Other revenues		2,732		1,855
Total revenues		108,868		100,694
Expenses:
Property operating		36,758		35,311
General and administrative		15,467		16,793



Depreciation and amortization		26,243		28,150
Total expenses		78,468		80,254
Other income (expense):
Interest expense		(11,634)		(14,362)



Other income (expense)		183		(3,505)
Total other income (expense)		(11,451)		(17,867)
Income before equity in earnings of unconsolidated joint ventures		18,949		2,573
Equity in earnings of unconsolidated joint ventures		2,513		1,769
Net income		21,462		4,342
Noncontrolling interests in Operating Partnership		(944)		(209)
Noncontrolling interests in other consolidated partnerships		—		—
Net income attributable to Tanger Factory Outlet Centers, Inc.		$	20,518	$	4,133

Basic earnings per common share:
Net income		$	0.20	$	0.04
Diluted earnings per common share:
Net income		$	0.19	$	0.04

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 March 31,
		2022		2021
Net income		$	21,462	$	4,342
Other comprehensive income:
Foreign currency translation adjustments		1,226		4,639
Change in fair value of cash flow hedges		7,674		1,998
Other comprehensive income		8,900		6,637
Comprehensive income		30,362		10,979
Comprehensive (income) attributable to noncontrolling interests		(1,335)		(529)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.		$	29,027	$	10,450

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, December 31, 2020	$	936	$	787,143	$	(420,104)	$	(26,585)	$	341,390	$	17,493	$	—	$	358,883
Net income	—		—		4,133		—		4,133		209		—		4,342
Other comprehensive income	—		—		—		6,317		6,317		320		—		6,637
Compensation under Incentive Award Plan	—		3,909		—		—		3,909		—		—		3,909

Grant of 469,675 restricted common share awards, net of forfeitures	5		(5)		—		—		—		—		—		—



Issuance of 6,867,078 common shares	68		128,587		—		—		128,655		—		—		128,655
Withholding of 111,977 common shares for employee income taxes	(1)		(1,636)		—		—		(1,637)		—		—		(1,637)
Contributions from noncontrolling interests	—		—		—		—		—		—		—		—
Adjustment for noncontrolling interests in Operating Partnership	—		(4,762)		—		—		(4,762)		4,762		—		—



Common dividends ($0.1775 per share)	—		—		(16,924)		—		(16,924)		—		—		(16,924)
Distributions to noncontrolling interests	—		—		—		—		—		(851)		—		(851)
Balance, March 31, 2021	$	1,008	$	913,236	$	(432,895)	$	(20,268)	$	461,081	$	21,933	$	—	$	483,014

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, December 31, 2021	$	1,041	$	978,054	$	(483,409)	$	(17,761)	$	477,925	$	21,864	$	—	$	499,789
Net income	—		—		20,518		—		20,518		944		—		21,462
Other comprehensive income	—		—		—		8,509		8,509		391		—		8,900
Compensation under Incentive Award Plan	—		2,746		—		—		2,746		—		—		2,746
Issuance of 1,900 common shares upon exercise of options	—		10		—		—		10		—		—		10
Grant of 512,398 restricted common share awards, net of forfeitures	4		(4)		—		—		—		—		—		—


Withholding of 129,971 common shares for employee income taxes	(1)		(2,145)		—		—		(2,146)		—		—		(2,146)

Adjustment for noncontrolling interests in Operating Partnership	—		73		—		—		73		(73)		—		—




Common dividends ($0.1825 per share)	—		—		(19,315)		—		(19,315)		—		—		(19,315)
Distributions to noncontrolling interests	—		—		—		—		—		(869)		—		(869)
Balance, March 31, 2022	$	1,044	$	978,734	$	(482,206)	$	(9,252)	$	488,320	$	22,257	$	—	$	510,577

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)


	Three months ended March 31,
	2022		2021
OPERATING ACTIVITIES
Net income	$	21,462	$	4,342
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,243		28,150

Amortization of deferred financing costs	759		1,173





Equity in earnings of unconsolidated joint ventures	(2,513)		(1,769)
Equity-based compensation expense	2,708		3,845
Amortization of debt (premiums) and discounts, net	117		127
Amortization (accretion) of market rent rate adjustments, net	176		(213)
Straight-line rent adjustments	1,337		1,043
Distributions of cumulative earnings from unconsolidated joint ventures	2,474		890
Other non-cash	—		3,638
Changes in other assets and liabilities:
Other assets	(1,377)		2,981
Accounts payable and accrued expenses	(32,532)		(12,931)
Net cash provided by operating activities	18,854		31,276
INVESTING ACTIVITIES
Additions to rental property	(5,867)		(7,357)


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

Additions to non-real estate assets	(1,924)		(414)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	3,353		7,631
Additions to deferred lease costs	(588)		(3,668)
Other investing activities	1,686		5,396
Net cash provided by (used in) investing activities	(3,340)		2,717
FINANCING ACTIVITIES
Cash dividends paid	(19,315)		(16,924)
Distributions to noncontrolling interests in Operating Partnership	(869)		(851)


Proceeds from notes, mortgages and loans	—		—
Repayments of notes, mortgages and loans	(1,080)		(25,924)


Employee income taxes paid related to shares withheld upon vesting of equity awards	(2,146)		(1,637)



Additions to deferred financing costs	(227)		(76)
Proceeds from exercise of options	10		—
Proceeds from common share offering	—		128,655

Payment for other financing activities	(287)		(287)

Net cash provided by (used in) financing activities	(23,914)		82,956
Effect of foreign currency rate changes on cash and cash equivalents	(8)		(60)
Net increase (decrease) in cash and cash equivalents	(8,408)		116,889
Cash and cash equivalents, beginning of period	161,255		84,832
Cash and cash equivalents, end of period	$	152,847	$	201,721

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)


	March 31, 2022		December 31, 2021
Assets
Rental property:
Land	$	268,269	$	268,269
Buildings, improvements and fixtures	2,528,223		2,532,489
Construction in progress	6,175		—
	2,802,667		2,800,758
Accumulated depreciation	(1,166,231)		(1,145,388)
Total rental property, net	1,636,436		1,655,370
Cash and cash equivalents	152,578		161,152

Investments in unconsolidated joint ventures	82,955		82,647
Deferred lease costs and other intangibles, net	69,861		73,720

Operating lease right-of-use assets	79,519		79,807
Prepaids and other assets	112,408		104,362
Total assets	$	2,133,757	$	2,157,058
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,036,635	$	1,036,181
Unsecured term loan, net	298,590		298,421
Mortgages payable, net	61,312		62,474
Unsecured lines of credit	—		—
Total debt	1,396,537		1,397,076
Accounts payable and accrued expenses	57,541		92,669
Operating lease liabilities	88,610		88,874
Other liabilities	80,492		78,650
Total liabilities	1,623,180		1,657,269
Commitments and contingencies
Equity
Partners’ Equity:
General partner, 1,100,000 units outstanding at March 31, 2022 and 1,100,000 at December 31, 2021, respectively	8,650		4,539
Limited partners, 4,761,559 and 4,761,559 Class A common units, and 103,369,061 and 102,984,734 Class B common units outstanding at March 31, 2022 and December 31, 2021, respectively	511,800		514,023
Accumulated other comprehensive loss	(9,873)		(18,773)
Total partners’ equity	510,577		499,789
Noncontrolling interests in consolidated partnerships	—		—
Total equity	510,577		499,789
Total liabilities and equity	$	2,133,757	$	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 March 31,
		2022		2021
Revenues:
Rental revenues		$	104,609	$	97,467
Management, leasing and other services		1,527		1,372
Other revenues		2,732		1,855
Total revenues		108,868		100,694
Expenses:
Property operating		36,758		35,311
General and administrative		15,467		16,793



Depreciation and amortization		26,243		28,150
Total expenses		78,468		80,254
Other income (expense):
Interest expense		(11,634)		(14,362)



Other income (expense)		183		(3,505)
Total other income (expense)		(11,451)		(17,867)
Income before equity in earnings of unconsolidated joint ventures		18,949		2,573
Equity in earnings of unconsolidated joint ventures		2,513		1,769
Net income		21,462		4,342
Noncontrolling interests in consolidated partnerships		—		—
Net income available to partners		21,462		4,342
Net income available to limited partners		17,150		4,295
Net income available to general partner		$	4,312	$	47

Basic earnings per common unit:
Net income		$	0.20	$	0.04
Diluted earnings per common unit:
Net income		$	0.19	$	0.04

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)


	Three months ended March 31,
		2022		2021
Net income		$	21,462	$	4,342
Other comprehensive income:

Foreign currency translation adjustments		1,226		4,639
Changes in fair value of cash flow hedges		7,674		1,998
Other comprehensive income		8,900		6,637
Comprehensive income		30,362		10,979
Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships		—		—
Comprehensive income attributable to the Operating Partnership		$	30,362	$	10,979

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

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




















	General partner		Limited partners		Accumulated other comprehensive loss		Total partners’ equity		Noncontrolling interests in consolidated partnerships		Total equity
Balance, December 31, 2020	$	3,334	$	383,588	$	(28,039)	$	358,883	$	—	$	358,883
Net income	47		4,295		—		4,342		—		4,342
Other comprehensive income	—		—		6,637		6,637		—		6,637
Compensation under Incentive Award Plan	—		3,909		—		3,909		—		3,909

Grant of 469,675 restricted common share awards by the Company	—		—		—		—		—		—


Issuance of 100,000 general partner units and 6,767,078 limited partner units	1,874		126,781		—		128,655		—		128,655
Withholding of 111,977 common units for employee income taxes	—		(1,637)		—		(1,637)		—		(1,637)
Contributions from noncontrolling interests	—		—		—		—		—		—


Common distributions ($0.1775 per common unit)	(178)		(17,597)		—		(17,775)		—		(17,775)
Distributions to noncontrolling interests	—		—		—		—		—		—
Balance, March 31, 2021	$	5,077	$	499,339	$	(21,402)	$	483,014	$	—	$	483,014


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except unit and per unit data, unaudited)



















	General partner		Limited partners		Accumulated other comprehensive loss		Total partners’ equity		Noncontrolling interests in consolidated partnerships		Total equity
Balance, December 31, 2021	$	4,539	$	514,023	$	(18,773)	$	499,789	$	—	$	499,789
Net income	4,312		17,150		—		21,462		—		21,462
Other comprehensive income	—		—		8,900		8,900		—		8,900
Compensation under Incentive Award Plan	—		2,746		—		2,746		—		2,746
Issuance of 1,900 common units upon exercise of options	—		10		—		10		—		10

Withholding of 129,971 common units for employee income taxes	—		(2,146)		—		(2,146)		—		(2,146)
Grant of 512,398 restricted common share awards by the Company	—		—		—		—		—		—





Common distributions ($0.1825 per unit)	(201)		(19,983)		—		(20,184)		—		(20,184)

Balance, March 31, 2022	$	8,650	$	511,800	$	(9,873)	$	510,577	$	—	$	510,577

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Three months ended March 31,
	2022		2021
OPERATING ACTIVITIES
Net income	$	21,462	$	4,342
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,243		28,150

Amortization of deferred financing costs	759		1,173





Equity in earnings of unconsolidated joint ventures	(2,513)		(1,769)
Equity-based compensation expense	2,708		3,845
Amortization of debt (premiums) and discounts, net	117		127
Amortization (accretion) of market rent rate adjustments, net	176		(213)
Straight-line rent adjustments	1,337		1,043
Distributions of cumulative earnings from unconsolidated joint ventures	2,474		890
Other non-cash	—		3,638
Changes in other assets and liabilities:
Other assets	(1,394)		2,868
Accounts payable and accrued expenses	(32,681)		(12,893)
Net cash provided by operating activities	18,688		31,201
INVESTING ACTIVITIES
Additions to rental property	(5,867)		(7,357)


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

Additions to non-real estate assets	(1,924)		(414)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	3,353		7,631
Additions to deferred lease costs	(588)		(3,668)
Other investing activities	1,686		5,396
Net cash provided by (used in) investing activities	(3,340)		2,717
FINANCING ACTIVITIES
Cash distributions paid	(20,184)		(17,775)


Proceeds from notes, mortgages and loans	—		—
Repayments of notes, mortgages and loans	(1,080)		(25,924)



Employee income taxes paid related to shares withheld upon vesting of equity awards	(2,146)		(1,637)



Additions to deferred financing costs	(227)		(76)
Proceeds from exercise of options	10		—
Proceeds from the Company’s common share offering	—		128,655

Payment for other financing activities	(287)		(287)

Net cash provided by (used in) financing activities	(23,914)