skt-20240630

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, 2024


			☐			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 Inc.)

Commission file number: 333-3526-01 (Tanger Properties Limited Partnership)

TANGER INC.

TANGER PROPERTIES LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


North Carolina	(Tanger 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 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 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 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 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 Inc.			☐
Tanger Properties Limited Partnership			☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Tanger Inc.

Yes

☐

☒

Tanger Properties Limited Partnership

Yes

☐

☒

As of July 31, 2024, there were 109,353,536 common shares of Tanger Inc. outstanding, $0.01 par value.

EXPLANATORY NOTE

This report combines the unaudited quarterly reports on Form 10-Q for the quarter ended June 30, 2024 of Tanger Inc., a North Carolina corporation, and Tanger Properties Limited Partnership, a North Carolina limited partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger 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 context requires.

The Company is one of the leading owners and operators of outlet and open-air retail 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 on developing, acquiring, owning, operating and managing outlet and open-air shopping centers. The shopping 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, 2024, the Company and its wholly owned subsidiaries owned 109,353,536 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,707,958 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 of the Operating Partnership, 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 Quarterly Report provides 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 Quarterly Report instead of two separate Quarterly Reports.

There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this Quarterly 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 Quarterly Report.

The Operating Partnership holds all of the shopping 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 Quarterly 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 Quarterly Report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and Exhibit 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, as amended (the “Exchange Act”), and 18 U.S.C. §1350.

The separate sections in this Quarterly 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 Quarterly 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 Quarterly 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 INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP

Index


			Page Number
Part I. Financial Information
Item 1.
FINANCIAL STATEMENTS OF TANGER INC. (Unaudited)
Consolidated Balance Sheets - as of June 30, 2024 and December 31, 2023			5
Consolidated Statements of Operations - for the three and six months ended June 30, 2024 and 2023			6
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2024 and 2023			7
Consolidated Statements of Shareholders’ Equity - for the three and six months ended June 30, 2024 and 2023			8
Consolidated Statements of Cash Flows - for the six months ended June 30, 2024 and 2023			11
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of June 30, 2024 and December 31, 2023			12
Consolidated Statements of Operations - for the three and six months ended June 30, 2024 and 2023			13
Consolidated Statements of Comprehensive Income - for the three and six months ended June 30, 2024 and 2023			14
Consolidated Statements of Equity - for the three and six months ended June 30, 2024 and 2023			15
Consolidated Statements of Cash Flows - for the six months ended June 30, 2024 and 2023			17
Notes to Consolidated Financial Statements of Tanger Inc. and Tanger Properties Limited Partnership			18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Item 3. Quantitative and Qualitative Disclosures about Market Risk			63
Item 4. Controls and Procedures (Tanger Inc. and Tanger Properties Limited Partnership)			64
Part II. Other Information
Item 1. Legal Proceedings			65
Item 1A. Risk Factors			65
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			66
Item 3. Defaults upon Senior Securities			66
Item 4. Mine Safety Disclosures			66
Item 5. Other Information			66
Item 6. Exhibits			67
Signatures			68

PART I. - FINANCIAL INFORMATION

Item 1 - Financial Statements of Tanger Inc.

TANGER INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data, unaudited)


	June 30, 2024		December 31, 2023
Assets
Rental property:
Land	$	303,605	$	303,605
Buildings, improvements and fixtures	2,982,741		2,938,434
Construction in progress	17,059		29,201
	3,303,405		3,271,240
Accumulated depreciation	(1,376,022)		(1,318,264)
Total rental property, net	1,927,383		1,952,976
Cash and cash equivalents	9,060		12,778

Short-term investments	2,206		9,187
Investments in unconsolidated joint ventures	72,079		71,900
Deferred lease costs and other intangibles, net	81,864		91,269

Operating lease right-of-use assets	76,759		77,400
Prepaids and other assets	124,205		108,609
Total assets	$	2,293,556	$	2,324,119
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,040,772	$	1,039,840
Unsecured term loan, net	322,752		322,322
Mortgages payable, net	61,487		64,041
Unsecured lines of credit	35,000		13,000
Total debt	1,460,011		1,439,203
Accounts payable and accrued expenses	85,991		118,505
Operating lease liabilities	85,423		86,076
Other liabilities	84,551		89,022
Total liabilities	1,715,976		1,732,806
Commitments and contingencies
Equity
Tanger Inc.:
Common shares, $0.01 par value, 300,000,000 shares authorized, 109,353,536 and 108,793,251 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	1,094		1,088
Paid in capital	1,075,902		1,079,387
Accumulated distributions in excess of net income	(502,589)		(490,171)
Accumulated other comprehensive loss	(20,667)		(23,519)
Equity attributable to Tanger Inc.	553,740		566,785
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership	23,840		24,528
Noncontrolling interests in other consolidated partnerships	—		—
Total equity	577,580		591,313
Total liabilities and equity	$	2,293,556	$	2,324,119

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

TANGER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data, unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Revenues:
Rental revenues	$	122,319	$	104,588	$	240,128	$	208,170
Management, leasing and other services	2,332		2,122		4,610		4,036
Other revenues	4,305		3,931		7,589		7,378
Total revenues	128,956		110,641		252,327		219,584
Expenses:
Property operating	37,549		33,712		73,014		66,860
General and administrative	18,813		18,304		38,303		35,738



Depreciation and amortization	34,174		25,389		68,034		51,282
Total expenses	90,536		77,405		179,351		153,880
Other income (expense):
Interest expense	(15,700)		(11,966)		(30,053)		(24,309)



Other income (expense)	220		2,324		807		5,124
Total other income (expense)	(15,480)		(9,642)		(29,246)		(19,185)
Income before equity in earnings of unconsolidated joint ventures	22,940		23,594		43,730		46,519
Equity in earnings of unconsolidated joint ventures	2,975		1,706		5,491		3,641
Net income	25,915		25,300		49,221		50,160
Noncontrolling interests in Operating Partnership	(1,075)		(1,098)		(2,048)		(2,169)
Noncontrolling interests in other consolidated partnerships	—		—		80		(248)
Net income attributable to Tanger Inc.	$	24,840	$	24,202	$	47,253	$	47,743

Basic earnings per common share:
Net income	$	0.23	$	0.23	$	0.43	$	0.45
Diluted earnings per common share:
Net income	$	0.22	$	0.23	$	0.43	$	0.45

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

TANGER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net income	$	25,915	$	25,300	$	49,221	$	50,160
Other comprehensive income (loss):
Foreign currency translation adjustments	(40)		1,227		(914)		1,389
Change in fair value of cash flow hedges	680		(373)		3,889		(3,799)
Other comprehensive income (loss)	640		854		2,975		(2,410)
Comprehensive income	26,555		26,154		52,196		47,750
Comprehensive income attributable to noncontrolling interests	(1,102)		(1,135)		(2,171)		(2,064)
Comprehensive income attributable to Tanger Inc.	$	25,453	$	25,019	$	50,025	$	45,686

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

TANGER 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 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 Operating Partnership	—		(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 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 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 income		Equity attributable to Tanger Inc.		Noncontrolling interests in Operating Partnership		Noncontrolling interests in other consolidated partnerships		Total equity
Balance, March 31, 2024	$	1,094	$	1,073,313	$	(497,330)	$	(21,280)	$	555,797	$	23,926	$	—	$	579,723
Net income	—		—		24,840		—		24,840		1,075		—		25,915
Other comprehensive income	—		—		—		613		613		27		—		640
Compensation under Incentive Award Plan	—		2,687		—		—		2,687		—		—		2,687
Issuance of 900 common shares upon exercise of options	—		95		—		—		95		—		—		95
Forfeiture of 13,816 restricted common share awards	—		—		—		—		—		—		—		—



Contributions from noncontrolling interests	—		—		—		—		—		—		—		—

Adjustment for noncontrolling interests in other consolidated partnerships	—		(193)		—		—		(193)		193		—		—



Common dividends ($0.275 per share)	—		—		(30,099)		—		(30,099)		—		—		(30,099)
Distributions to noncontrolling interests	—		—		—		—		—		(1,381)		—		(1,381)
Balance, June 30, 2024	$	1,094	$	1,075,902	$	(502,589)	$	(20,667)	$	553,740	$	23,840	$	—	$	577,580


TANGER 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 income		Equity attributable to Tanger Inc.		Noncontrolling interests in Operating Partnership		Noncontrolling interests in other consolidated partnerships		Total equity
Balance, December 31, 2023	$	1,088	$	1,079,387	$	(490,171)	$	(23,519)	$	566,785	$	24,528	$	—	$	591,313
Net income	—		—		47,253		—		47,253		2,048		(80)		49,221
Other comprehensive income	—		—		—		2,852		2,852		123		—		2,975
Compensation under Incentive Award Plan	—		6,258		—		—		6,258		—		—		6,258
Issuance of 25,000 common shares upon exercise of options	—		533		—		—		533		—		—		533
Grant of 774,715 restricted common share awards, net of forfeitures	8		(8)		—		—		—		—		—		—
Issuance of 136,469 deferred shares	1		(1)		—		—		—		—		—		—

Withholding of 375,899 common shares for employee income taxes	(3)		(10,521)		—		—		(10,524)		—		—		(10,524)
Contributions from noncontrolling interests	—		—		—		—		—		—		80		80

Adjustment for noncontrolling interests in other consolidated partnerships	—		254		—		—		254		(254)		—		—



Common dividends ($0.535 per share)	—		—		(59,671)		—		(59,671)		—		—		(59,671)
Distributions to noncontrolling interests	—		—		—		—		—		(2,605)		—		(2,605)
Balance, June 30, 2024	$	1,094	$	1,075,902	$	(502,589)	$	(20,667)	$	553,740	$	23,840	$	—	$	577,580

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

TANGER INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Six months ended June 30,
	2024		2023
OPERATING ACTIVITIES
Net income	$	49,221	$	50,160
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	68,034		51,282

Amortization of deferred financing costs	1,695		1,599





Equity in earnings of unconsolidated joint ventures	(5,491)		(3,641)
Equity-based compensation expense	6,105		5,652
Amortization of debt discounts, net	357		294
Amortization (accretion) of market rent rate adjustments, net	228		289
Straight-line rent adjustments	12		1,001
Distributions of cumulative earnings from unconsolidated joint ventures	3,577		3,721

Changes in other assets and liabilities:
Other assets	2,945		6,931
Accounts payable and accrued expenses	(22,822)		(18,369)
Net cash provided by operating activities	103,861		98,919
INVESTING ACTIVITIES
Additions to rental property	(49,091)		(71,830)


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



Proceeds from short-term investments	6,981		37,080

Additions to non-real estate assets	(5,738)		(2,135)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	1,617		4,080
Additions to deferred lease costs	(1,191)		(1,384)
Payments for other investing activities	(2,774)		(2,036)
Proceeds from other investing activities	2,557		3,821
Net cash used in investing activities	(47,639)		(35,037)
FINANCING ACTIVITIES
Cash dividends paid	(59,671)		(50,459)
Distributions to noncontrolling interests in Operating Partnership	(2,605)		(2,208)
Proceeds from revolving credit facility	219,000		—
Repayments of revolving credit facility	(197,000)		—

Repayments of notes, mortgages and loans	(2,519)		(2,343)


Employee income taxes paid related to shares withheld upon vesting of equity awards	(10,524)		(6,843)



Additions to deferred financing costs	(6,876)		—
Proceeds from exercise of options	533		43


Payment for other financing activities	(574)		(590)
Contributions from noncontrolling interests in other consolidated partnerships	80		—
Distributions to noncontrolling interests in other consolidated partnerships	—		(248)
Net cash used in financing activities	(60,156)		(62,648)
Effect of foreign currency rate changes on cash and cash equivalents	216		(356)
Net increase (decrease) in cash and cash equivalents	(3,718)		878
Cash and cash equivalents, beginning of period	12,778		212,124
Cash and cash equivalents, end of period	$	9,060	$	213,002

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, 2024		December 31, 2023
Assets
Rental property:
Land	$	303,605	$	303,605
Buildings, improvements and fixtures	2,982,741		2,938,434
Construction in progress	17,059		29,201
	3,303,405		3,271,240
Accumulated depreciation	(1,376,022)		(1,318,264)
Total rental property, net	1,927,383		1,952,976
Cash and cash equivalents	9,010		12,572
Short-term investments	2,206		9,187
Investments in unconsolidated joint ventures	72,079		71,900
Deferred lease costs and other intangibles, net	81,864		91,269

Operating lease right-of-use assets	76,759		77,400
Prepaids and other assets	124,134		108,157
Total assets	$	2,293,435	$	2,323,461
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net	$	1,040,772	$	1,039,840
Unsecured term loan, net	322,752		322,322
Mortgages payable, net	61,487		64,041
Unsecured lines of credit	35,000		13,000
Total debt	1,460,011		1,439,203
Accounts payable and accrued expenses	85,870		117,847
Operating lease liabilities	85,423		86,076
Other liabilities	84,551		89,022
Total liabilities	1,715,855		1,732,148
Commitments and contingencies
Equity
Partners’ Equity:
General partner, 1,150,000 units outstanding at June 30, 2024 and 1,150,000 units outstanding at December 31, 2023, respectively	5,656		5,776
Limited partners, 4,707,958 and 4,707,958 Class A common units, and 108,203,536 and 107,643,251 Class B common units outstanding at June 30, 2024 and December 31, 2023, respectively	593,742		610,330
Accumulated other comprehensive loss	(21,818)		(24,793)
Total partners’ equity	577,580		591,313
Noncontrolling interests in consolidated partnerships	—		—
Total equity	577,580		591,313
Total liabilities and equity	$	2,293,435	$	2,323,461

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,
	2024		2023		2024		2023
Revenues:
Rental revenues	$	122,319	$	104,588	$	240,128	$	208,170
Management, leasing and other services	2,332		2,122		4,610		4,036
Other revenues	4,305		3,931		7,589		7,378
Total revenues	128,956		110,641		252,327		219,584
Expenses:
Property operating	37,549		33,712		73,014		66,860
General and administrative	18,813		18,304		38,303		35,738



Depreciation and amortization	34,174		25,389		68,034		51,282
Total expenses	90,536		77,405		179,351		153,880
Other income (expense):
Interest expense	(15,700)		(11,966)		(30,053)		(24,309)



Other income (expense)	220		2,324		807		5,124
Total other income (expense)	(15,480)		(9,642)		(29,246)		(19,185)
Income before equity in earnings of unconsolidated joint ventures	22,940		23,594		43,730		46,519
Equity in earnings of unconsolidated joint ventures	2,975		1,706		5,491		3,641
Net income	25,915		25,300		49,221		50,160
Noncontrolling interests in consolidated partnerships	—		—		80		(248)
Net income available to partners	25,915		25,300		49,301		49,912
Net income available to limited partners	25,656		25,047		48,806		49,413
Net income available to general partner	$	259	$	253	$	495	$	499

Basic earnings per common unit:
Net income	$	0.23	$	0.23	$	0.43	$	0.45
Diluted earnings per common unit:
Net income	$	0.22	$	0.23	$	0.43	$	0.45

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,
	2024		2023		2024		2023
Net income	$	25,915	$	25,300	$	49,221	$	50,160
Other comprehensive income (loss):

Foreign currency translation adjustments	(40)		1,227		(914)		1,389
Changes in fair value of cash flow hedges	680		(373)		3,889		(3,799)
Other comprehensive income (loss)	640		854		2,975		(2,410)
Comprehensive income	26,555		26,154		52,196		47,750
Comprehensive income attributable to noncontrolling interests in consolidated partnerships	—		—		80		(248)
Comprehensive income attributable to the Operating Partnership	$	26,555	$	26,154	$	52,276	$	47,502

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, 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		Total equity
Balance, December 31, 2022	$	4,516	$	521,168	$	(11,750)	$	513,934	$	—	$	513,934
Net income	499		49,413		—		49,912		248		50,160
Other comprehensive loss	—		—		(2,410)		(2,410)		—		(2,410)
Compensation under Incentive Award Plan	—		5,775		—		5,775		—		5,775
Issuance of 7,200 common units upon exercise of options	—		43		—		43		—		43
Grant of 1,042,932 restricted common share awards by the Company, net of forfeitures	—		—		—		—		—		—
Withholding of 362,271 common units for employee income taxes	—		(6,843)		—		(6,843)		—		(6,843)








Common distributions ($0.4650 per unit)	(512)		(52,156)		—		(52,668)		(248)		(52,916)

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

General partner

Limited partners

Accumulated other comprehensive income

Total partners’ equity

Noncontrolling interests in consolidated partnerships

Total equity

Balance, March 31, 2024

5,713