skt-20230630

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, 2023


			☐			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 July 31, 2023, there were 105,180,276 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, 2023 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, 2023, the Company and its wholly owned subsidiaries owned 105,185,781 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,737,982 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, 2023 and December 31, 2022			5
Consolidated Statements of Operations - for the three and six months ended June 30, 2023 and 2022			6
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2023 and 2022			7
Consolidated Statements of Shareholders’ Equity - for the three and six months ended June 30, 2023 and 2022			8
Consolidated Statements of Cash Flows - for the six months ended June 30, 2023 and 2022			10
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of June 30, 2023 and December 31, 2022			11
Consolidated Statements of Operations - for the three and six months ended June 30, 2023 and 2022			12
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2023 and 2022			13
Consolidated Statements of Equity - for the three and six months ended June 30, 2023 and 2022			14
Consolidated Statements of Cash Flows - for the six months ended June 30, 2023 and 2022			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			66
Item 1A. Risk Factors			66


Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			68
Item 6. Exhibits			68
Signatures			69

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, 2023		December 31, 2022
Assets
Rental property:
Land	$	275,081	$	275,079
Buildings, improvements and fixtures	2,564,722		2,553,452
Construction in progress	88,788		27,340
	2,928,591		2,855,871
Accumulated depreciation	(1,271,635)		(1,224,962)
Total rental property, net	1,656,956		1,630,909
Cash and cash equivalents	213,002		212,124

Short-term investments	15,370		52,450
Investments in unconsolidated joint ventures	74,460		73,809
Deferred lease costs and other intangibles, net	55,588		58,574

Operating lease right-of-use assets	78,025		78,636
Prepaids and other assets	102,547		111,163
Total assets	$	2,195,948	$	2,217,665
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,038,915	$	1,037,998
Unsecured term loan, net	321,947		321,525
Mortgages payable, net	66,529		68,971
Unsecured lines of credit	—		—
Total debt	1,427,391		1,428,494
Accounts payable and accrued expenses	91,897		104,741
Operating lease liabilities	86,929		87,528
Other liabilities	81,988		82,968
Total liabilities	1,688,205		1,703,731
Commitments and contingencies
Equity
Tanger Factory Outlet Centers, Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 105,185,781 and 104,497,920 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	1,052		1,045
Paid in capital	986,472		987,192
Accumulated distributions in excess of net income	(488,273)		(485,557)
Accumulated other comprehensive loss	(13,342)		(11,037)
Equity attributable to Tanger Factory Outlet Centers, Inc.	485,909		491,643
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	21,834		22,291
Noncontrolling interests in other consolidated partnerships	—		—
Total equity	507,743		513,934
Total liabilities and equity	$	2,195,948	$	2,217,665

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,
	2023		2022		2023		2022
Revenues:
Rental revenues	$	104,588	$	101,409	$	208,170	$	206,018
Management, leasing and other services	2,122		1,436		4,036		2,963
Other revenues	3,931		2,993		7,378		5,725
Total revenues	110,641		105,838		219,584		214,706
Expenses:
Property operating	33,712		32,697		66,860		69,455
General and administrative	18,304		19,329		35,738		34,796



Depreciation and amortization	25,389		26,220		51,282		52,463
Total expenses	77,405		78,246		153,880		156,714
Other income (expense):
Interest expense	(11,966)		(11,576)		(24,309)		(23,210)



Other income (expense)	2,324		2,576		5,124		2,759
Total other income (expense)	(9,642)		(9,000)		(19,185)		(20,451)
Income before equity in earnings of unconsolidated joint ventures	23,594		18,592		46,519		37,541
Equity in earnings of unconsolidated joint ventures	1,706		2,227		3,641		4,740
Net income	25,300		20,819		50,160		42,281
Noncontrolling interests in Operating Partnership	(1,098)		(914)		(2,169)		(1,858)
Noncontrolling interests in other consolidated partnerships	—		—		(248)		—
Net income attributable to Tanger Factory Outlet Centers, Inc.	$	24,202	$	19,905	$	47,743	$	40,423

Basic earnings per common share:
Net income	$	0.23	$	0.19	$	0.45	$	0.39
Diluted earnings per common share:
Net income	$	0.23	$	0.19	$	0.45	$	0.38

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,
	2023		2022		2023		2022
Net income	$	25,300	$	20,819	$	50,160	$	42,281
Other comprehensive income (loss):
Foreign currency translation adjustments	1,227		(2,441)		1,389		(1,215)
Change in fair value of cash flow hedges	(373)		2,265		(3,799)		9,939
Other comprehensive income (loss)	854		(176)		(2,410)		8,724
Comprehensive income	26,154		20,643		47,750		51,005
Comprehensive income attributable to noncontrolling interests	(1,135)		(906)		(2,064)		(2,241)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.	$	25,019	$	19,737	$	45,686	$	48,764

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 forefeitures	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 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, 2023	$	1,053	$	984,254	$	(486,639)	$	(14,159)	$	484,509	$	21,797	$	—	$	506,306
Net income	—		—		24,202		—		24,202		1,098		—		25,300
Other comprehensive income	—		—		—		817		817		37		—		854
Compensation under Incentive Award Plan	—		3,452		—		—		3,452		—		—		3,452
Issuance of 4,600 common shares upon exercise of options	—		28		—		—		28		—		—		28
Forfeiture of 73,440 restricted common share awards	(1)								(1)						(1)



Withholding of 61,632 common shares for employee income taxes	—		(1,194)		—		—		(1,194)		—		—		(1,194)


Adjustment for noncontrolling interests in other consolidated partnerships	—		(68)		—		—		(68)		68		—		—



Common dividends ($0.245 per share)	—		—		(25,836)		—		(25,836)		—		—		(25,836)
Distributions to noncontrolling interests	—		—		—		—		—		(1,166)		—		(1,166)
Balance, June 30, 2023	$	1,052	$	986,472	$	(488,273)	$	(13,342)	$	485,909	$	21,834	$	—	$	507,743























	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, 2022	$	1,045	$	987,192	$	(485,557)	$	(11,037)	$	491,643	$	22,291	$	—	$	513,934
Net income	—		—		47,743		—		47,743		2,169		248		50,160
Other comprehensive loss	—		—		—		(2,305)		(2,305)		(105)		—		(2,410)
Compensation under Incentive Award Plan	—		5,775		—		—		5,775		—		—		5,775
Issuance of 7,200 common shares upon exercise of options	—		43		—		—		43		—		—		43

Grant of 1,042,932 restricted common share awards, net of forfeitures	10		(11)		—		—		(1)		—		—		(1)


Withholding of 362,271 common shares for employee income taxes	(3)		(6,840)		—		—		(6,843)		—		—		(6,843)

Adjustment for noncontrolling interests in Operating Partnership	—		313		—		—		313		(313)		—		—




Common dividends ($0.4650 per share)	—		—		(50,459)		—		(50,459)		—		—		(50,459)
Distributions to noncontrolling interests	—		—		—		—		—		(2,208)		(248)		(2,456)
Balance, June 30, 2023	$	1,052	$	986,472	$	(488,273)	$	(13,342)	$	485,909	$	21,834	$	—	$	507,743

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,
	2023		2022
OPERATING ACTIVITIES
Net income	$	50,160	$	42,281
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	51,282		52,463

Amortization of deferred financing costs	1,599		1,541





Equity in earnings of unconsolidated joint ventures	(3,641)		(4,740)
Equity-based compensation expense	5,652		6,959
Amortization of debt (premiums) and discounts, net	294		241
Amortization (accretion) of market rent rate adjustments, net	289		314
Straight-line rent adjustments	1,001		1,035
Distributions of cumulative earnings from unconsolidated joint ventures	3,721		4,775
Other non-cash	—		(2,418)
Changes in other assets and liabilities:
Other assets	6,931		7,072
Accounts payable and accrued expenses	(18,369)		(20,448)
Net cash provided by operating activities	98,919		89,075
INVESTING ACTIVITIES
Additions to rental property	(71,830)		(25,717)


Additions to investments in unconsolidated joint ventures	(2,633)		—


Net proceeds on sale of non-real estate assets	—		14,610
Proceeds from short-term investments	37,080		—
Additions to non-real estate assets	(2,135)		(4,176)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	4,080		6,536
Additions to deferred lease costs	(1,384)		(1,076)
Payments for other investing activities	(2,036)		—
Proceeds from other investing activities	3,821		1,728
Net cash used in investing activities	(35,037)		(8,095)
FINANCING ACTIVITIES
Cash dividends paid	(50,459)		(40,255)
Distributions to noncontrolling interests in Operating Partnership	(2,208)		(1,821)


Proceeds from notes, mortgages and loans	—		—
Repayments of notes, mortgages and loans	(2,343)		(2,180)


Employee income taxes paid related to shares withheld upon vesting of equity awards	(6,843)		(3,203)




Proceeds from exercise of options	43		15


Payment for other financing activities	(590)		(574)
Distributions to noncontrolling interests in other consolidated partnerships	(248)		—
Net cash used in financing activities	(62,648)		(48,018)
Effect of foreign currency rate changes on cash and cash equivalents	(356)		(27)
Net increase in cash and cash equivalents	878		32,935
Cash and cash equivalents, beginning of period	212,124		161,255
Cash and cash equivalents, end of period	$	213,002	$	194,190

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, 2023		December 31, 2022
Assets
Rental property:
Land	$	275,081	$	275,079
Buildings, improvements and fixtures	2,564,722		2,553,452
Construction in progress	88,788		27,340
	2,928,591		2,855,871
Accumulated depreciation	(1,271,635)		(1,224,962)
Total rental property, net	1,656,956		1,630,909
Cash and cash equivalents	212,842		212,011
Short-term investments	15,370		52,450
Investments in unconsolidated joint ventures	74,460		73,809
Deferred lease costs and other intangibles, net	55,588		58,574

Operating lease right-of-use assets	78,025		78,636
Prepaids and other assets	102,277		110,622
Total assets	$	2,195,518	$	2,217,011
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,038,915	$	1,037,998
Unsecured term loan, net	321,947		321,525
Mortgages payable, net	66,529		68,971
Unsecured lines of credit	—		—
Total debt	1,427,391		1,428,494
Accounts payable and accrued expenses	91,467		104,087
Operating lease liabilities	86,929		87,528
Other liabilities	81,988		82,968
Total liabilities	1,687,775		1,703,077
Commitments and contingencies
Equity
Partners’ Equity:
General partner, 1,100,000 units outstanding at June 30, 2023 and 1,100,000 units at December 31, 2022, respectively	4,503		4,516
Limited partners, 4,737,982 and 4,737,982 Class A common units, and 104,085,781 and 103,397,920 Class B common units outstanding at June 30, 2023 and December 31, 2022, respectively	517,400		521,168
Accumulated other comprehensive loss	(14,160)		(11,750)
Total partners’ equity	507,743		513,934
Noncontrolling interests in consolidated partnerships	—		—
Total equity	507,743		513,934
Total liabilities and equity	$	2,195,518	$	2,217,011

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,
	2023		2022		2023		2022
Revenues:
Rental revenues	$	104,588	$	101,409	$	208,170	$	206,018
Management, leasing and other services	2,122		1,436		4,036		2,963
Other revenues	3,931		2,993		7,378		5,725
Total revenues	110,641		105,838		219,584		214,706
Expenses:
Property operating	33,712		32,697		66,860		69,455
General and administrative	18,304		19,329		35,738		34,796



Depreciation and amortization	25,389		26,220		51,282		52,463
Total expenses	77,405		78,246		153,880		156,714
Other income (expense):
Interest expense	(11,966)		(11,576)		(24,309)		(23,210)



Other income (expense)	2,324		2,576		5,124		2,759
Total other income (expense)	(9,642)		(9,000)		(19,185)		(20,451)
Income before equity in earnings of unconsolidated joint ventures	23,594		18,592		46,519		37,541
Equity in earnings of unconsolidated joint ventures	1,706		2,227		3,641		4,740
Net income	25,300		20,819		50,160		42,281
Noncontrolling interests in consolidated partnerships	—		—		(248)		—
Net income available to partners	25,300		20,819		49,912		42,281
Net income available to limited partners	25,047		24,706		49,413		41,856
Net income (loss) available to general partner	$	253	$	(3,887)	$	499	$	425

Basic earnings per common unit:
Net income	$	0.23	$	0.19	$	0.45	$	0.39
Diluted earnings per common unit:
Net income	$	0.23	$	0.19	$	0.45	$	0.38

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 June 30,				Six months ended June 30,
	2023		2022		2023		2022
Net income	$	25,300	$	20,819	$	50,160	$	42,281
Other comprehensive income (loss):

Foreign currency translation adjustments	1,227		(2,441)		1,389		(1,215)
Changes in fair value of cash flow hedges	(373)		2,265		(3,799)		9,939
Other comprehensive income (loss)	854		(176)		(2,410)		8,724
Comprehensive income	26,154		20,643		47,750		51,005
Comprehensive income attributable to noncontrolling interests in consolidated partnerships	—		—		(248)		—
Comprehensive income attributable to the Operating Partnership	$	26,154	$	20,643	$	47,502	$	51,005

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, March 31, 2022	$	8,650	$	511,800	$	(9,873)	$	510,577	$	—	$	510,577
Net loss	(3,887)		24,706		—		20,819		—		20,819
Other comprehensive loss	—		—		(176)		(176)				(176)
Compensation under Incentive Award Plan	—		4,299		—		4,299		—		4,299
Forfeiture of 13,062 common units	—		—		—		—		—		—
Withholding of 62,007 common units for employee income taxes	—		(1,057)		—		(1,057)		—		(1,057)
Grant of 800 restricted common share awards by the Company	—		5		—		5		—		5





Common distributions ($0.20 per unit)	(220)		(21,672)		—		(21,892)		—		(21,892)

Balance, June 30, 2022	$	4,543	$	518,081	$	(10,049)	$	512,575	$	—	$	512,575





















	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	425		41,856		—		42,281		—		42,281
Other comprehensive income	—		—		8,724		8,724		—		8,724
Compensation under Incentive Award Plan	—		7,045		—		7,045		—		7,045
Issuance of 2,700 common units upon exercise of options	—		15		—		15		—		15
Withholding of 191,978 common units for employee income taxes	—		(3,203)		—		(3,203)		—		(3,203)
Grant of 499,336 restricted common share awards by the Company, net of forfeitures	—		—		—		—		—		—





Common distributions ($0.3825 per unit)	(421)		(41,655)		—		(42,076)		—		(42,076)

Balance, June 30, 2022	$	4,543	$	518,081	$	(10,049)	$	512,575	$	—	$	512,575


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, March 31, 2023	$	4,520	$	516,800	$	(15,014)	$	506,306	$	—	$	506,306
Net income	253		25,047		—		25,300		—		$	25,300
Other comprehensive income	—		—		854		854		—		854
Compensation under Incentive Award Plan	—		3,452		—		3,452		—		3,452
Issuance of 4,600 common units upon exercise of options	—		28		—		28		—		28
Forfeiture of 73,440 common units	—		—		—		—		—		—


Withholding of 61,632 common units for employee income taxes	—		(1,194)		—		(1,194)		—		(1,194)






Common distributions (0.245 per unit)	(270)		(26,733)		—		(27,003)		—		(27,003)

Balance, June 30, 2023	$	4,503	$	517,400	$	(14,160)	$	507,743	$	—	$	507,743

General partner

Limited partners

Accumulated other comprehensive loss

Total partners’ equity

Noncontrolling interests in consolidated partnerships