Tanger Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Earnings Per Unit of the Operating Partnership

Earnings Per Unit of the Operating Partnership

6 Months Ended

Jun. 30, 2022

Earnings Per Unit of the Operating Partnership

Earnings Per Share of the Company

The following table sets forth a reconciliation of the numerators and denominators in computing the Company’s earnings per share (in thousands, except per share amounts):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Numerator:
Net income attributable to Tanger Factory Outlet Centers, Inc.	$	19,905	$	2,478	$	40,423	$	6,611
Less allocation of earnings to participating securities	(222)		(196)		(437)		(403)
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.	$	19,683	$	2,282	$	39,986	$	6,208
Denominator:
Basic weighted average common shares	103,630		100,409		103,607		97,504
Effect of notional units	421		818		413		685
Effect of outstanding options	703		771		720		728
Diluted weighted average common shares	104,754		101,998		104,740		98,917
Basic earnings per common share:
Net income	$	0.19	$	0.02	$	0.39	$	0.06
Diluted earnings per common share:
Net income	$	0.19	$	0.02	$	0.38	$	0.06

We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.

Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period. For both the three and six months ended June 30, 2022, approximately 961,000 notional units were excluded from the computation and for both the three and six months ended June 30, 2021, approximately 140,000 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period. For both the three and six months ended June 30, 2022, approximately 282,000 options were excluded from the computation and for both the three and six months ended June 30, 2021, approximately 360,000 options were excluded from the computation, as they were anti-dilutive.

The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.

Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards based on dividends declared and the unvested restricted common shares’ participation rights in undistributed earnings. Unvested restricted common shares that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method.

Earnings Per Unit of the Operating Partnership

The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Numerator:
Net income attributable to partners of the Operating Partnership	$	20,819	$	2,596	$	42,281	$	6,938
Less allocation of earnings to participating securities	(222)		(196)		(437)		(403)
Net income available to common unitholders of the Operating Partnership	$	20,597	$	2,400	$	41,844	$	6,535
Denominator:
Basic weighted average common units	108,391		105,204		108,369		102,299
Effect of notional units	421		818		413		685
Effect of outstanding options	703		771		720		728
Diluted weighted average common units	109,515		106,793		109,502		103,712
Basic earnings per common unit:
Net income	$	0.19	$	0.02	$	0.39	$	0.06
Diluted earnings per common unit:
Net income	$	0.19	$	0.02	$	0.38	$	0.06

We determine diluted earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.

Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period. For both the three and six months ended June 30, 2022, approximately 961,000 notional units were excluded from the computation and for both the three and six months ended June 30, 2021, approximately 140,000 notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period. The market price of a common unit is considered to be equivalent to the market price of a Company common share. For both the three and six months ended June 30, 2022, approximately 282,000 options were excluded from the computation and for both the three and six months ended June 30, 2021, approximately 360,000 options were excluded from the computation, as they were anti-dilutive.

Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the corresponding unvested restricted unit awards on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards based on distributions declared and the unvested restricted units’ participation rights in undistributed earnings. Unvested restricted common units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per unit computation if the effect is dilutive, using the treasury stock method.