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Form 8-K TANGER FACTORY OUTLET For: Aug 08

August 8, 2022 4:10 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
___________

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 8, 2022

TANGER FACTORY OUTLET CENTERS, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
North Carolina1-1198656-1815473
(State or other jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)


3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)
(336) 292-3010
(Registrant’s telephone number, including area code)

N/A
(former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares,
$0.01 par value
SKTNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o





Item 2.02   Results of Operations and Financial Condition

On August 8, 2022, Tanger Factory Outlet Centers, Inc. (the "Company") issued a press release announcing its results of operations and financial condition as of and for the quarter ended June 30, 2022. A copy of the Company's press release is hereby furnished as Exhibit 99.1 to this report on Form 8-K. The information contained in this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise.

Item 7.01   Regulation FD Disclosure

On August 8, 2022, the Company made publicly available on its website, www.tangeroutlet.com, certain supplemental operating and financial information for the quarter ended June 30, 2022. This supplemental operating and financial information is hereby attached to this current report as Exhibit 99.2. The information contained in this report on Form 8-K, including Exhibit 99.2, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specified otherwise. The information found on, or otherwise accessible through, the Company's website is not incorporated into, and does not form a part of, this current report on Form 8-K or any other report or document the Company files with or furnishes to the United States Securities and Exchange Commission.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included with this Report:



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 8, 2022


TANGER FACTORY OUTLET CENTERS, INC.
By:/s/ Thomas J. Guerrieri Jr.
 Thomas J. Guerrieri Jr.
 Senior Vice President and Chief Accounting Officer (Principal Financial Officer)


EXHIBIT 99.1

News Release
TANGER REPORTS SECOND QUARTER RESULTS
Drives Blended Rent Spreads of 4.1%
Grows Occupancy by 170 Basis Points to 94.9%
Raises Midpoint of Guidance

Greensboro, NC, August 8, 2022, Tanger Factory Outlet Centers, Inc. (NYSE:SKT), a leading owner and operator of upscale open-air outlet centers, today reported financial results and operating metrics for the three and six months ended June 30, 2022.

“Our results for the first half of 2022 demonstrate the continued achievement of our strategic priorities: accelerating leasing, commercializing marketing and reshaping operations at Tanger’s open-air shopping destinations,” said Stephen Yalof, President and Chief Executive Officer. “With a focus on delivering continued NOI growth, we are executing permanent leases with solid rent spreads, growing our occupancy and lengthening lease terms. This leasing momentum and sustained traffic levels reflect retailers’ enthusiasm to be located in our centers and consumers recognizing the value that can be found at Tanger.”

Mr. Yalof continued, “We continue to pursue opportunities to generate new revenue streams and unlock additional value in our portfolio. In May, we broke ground on our 37th shopping center in Nashville, and we recently announced our strategic partnership at Tanger Outlets Palm Beach, which is the 38th center in our portfolio. We are committed to delivering long-term growth for Tanger shareholders and are well-positioned to do so supported by our strong balance sheet and liquidity.”

Second Quarter Results

Net income available to common shareholders was $0.19 per share, or $19.7 million, compared to $0.02 per share, or $2.3 million, for the prior year period. The prior year period included a loss on the early extinguishment of debt of $14.0 million, or $0.13 per share.
Funds From Operations (“FFO”) available to common shareholders was $0.45 per share, or $48.8 million, compared to $0.30 per share, or $32.4 million, for the prior year period.
Core Funds From Operations (“Core FFO”) available to common shareholders was $0.45 per share, or $48.8 million, compared to $0.43 per share, or $46.3 million, for the prior year period. Core FFO for the second quarter of 2022 excludes general and administrative expense of $2.4 million, or approximately $0.02 per share, related to certain executive severance costs, offset by a gain on sale of the corporate aircraft of $2.4 million, or approximately $0.02 per share. Core FFO in the second quarter of 2021 excludes the loss on the early extinguishment of debt discussed above. The Company does not consider these items indicative of its ongoing operating performance.

Year-to-Date Results

Net income available to common shareholders was $0.38 per share, or $40.0 million, compared to $0.06 per share, or $6.2 million, for the prior year period. The prior year period included the loss on the early extinguishment of debt discussed above.
FFO available to common shareholders was $0.90 per share, or $98.2 million, compared to $0.68 per share, or $70.6 million, for the prior year period.
Core FFO available to common shareholders was $0.90 per share, or $98.3 million, compared to $0.84 per share, or $86.9 million, for the prior year period. Core FFO for the first half of 2022 excludes the general and administrative expense and gain on sale of the corporate aircraft discussed above. Core FFO for the first half of 2021 excludes the loss on the early extinguishment of debt discussed above and general and administrative expense of $2.4 million, or $0.02 per share, for compensation costs related to a voluntary retirement plan and other executive severance costs. The Company does not consider these items indicative of its ongoing operating performance.

FFO and Core FFO are widely accepted supplemental non-GAAP financial measures used in the real estate industry to measure and compare the operating performance of real estate companies. Complete reconciliations containing adjustments from GAAP net income to FFO and Core FFO, if applicable, are included in this release. Per share amounts for net income, FFO and Core FFO are on a diluted basis.




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Operating Metrics

Key portfolio results for the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, were as follows:

Occupancy was 94.9% on June 30, 2022, compared to 94.3% on March 31, 2022 and 93.2% on June 30, 2021
Average tenant sales productivity grew to $450 per square foot for the twelve months ended June 30, 2022 from $423 per square foot for the twelve months ended June 30, 2021, an increase of 6.4% for both the total portfolio and on a same center basis
Lease termination fees totaled $35,000 for the second quarter of 2022 and $2.7 million for the first half of 2022, compared to $0.7 million for the second quarter of 2021 and $1.4 million for the first half of 2021
Same center net operating income (“Same Center NOI”) increased 5.1% to $79.8 million for the second quarter of 2022 from $75.9 million for the second quarter of 2021 and increased 7.4% to $158.0 million for the first half of 2022 from $147.1 million for the first half of 2021, driven by growth in occupancy and rental rates in 2022. Same Center NOI for the second quarter and first half of 2022 was also impacted by the reversal of revenue reserves (excluding straight-line rents) of approximately $0.6 million and $3.7 million, respectively, compared to $0.7 million and $2.4 million in the second quarter and first half of 2021, respectively. In addition, during the second quarter and first half of 2022, the Company recognized a straight-line rent reserve reversal (which does not impact Same Center NOI) of approximately $1.3 million

Same Center NOI is a supplemental non-GAAP financial measure of operating performance. A complete definition of Same Center NOI and a reconciliation to the nearest comparable GAAP measure is included in this release.

Development and Management Activity

In May 2022, Tanger broke ground on its 37th center in Nashville, TN. The center, which will be approximately 290,000 square feet, is expected to be completed in the fall of 2023 at an estimated total cost of $135 million to $145 million with a projected stabilized yield of 7.0% to 7.5%. Through June 30, 2022, Tanger had incurred costs of $18.3 million associated with this development.

In August 2022, Tanger announced a strategic partnership with Clarion Partners at Palm Beach Outlets in West Palm Beach, Florida. Effective July 28, 2022, Tanger assumed marketing, leasing and property management responsibilities at the 455,000 square foot property, which has been rebranded as Tanger Outlets Palm Beach and is the 38th center in Tanger’s portfolio.

Leasing Activity

As of July 31, 2022, Tanger had renewals executed or in process for 66.4% of total portfolio space (including the Company’s pro rata share of unconsolidated joint ventures) scheduled to expire during 2022 compared to 59.8% of expiring 2021 space as of July 31, 2021.

The following key leasing metrics are presented for the total domestic portfolio, including the Company’s pro rata share of domestic unconsolidated joint ventures.

Total renewed or re-tenanted leases (including leases for both comparable and non-comparable space) executed during the twelve months ended June 30, 2022 included 345 leases, totaling over 1.7 million square feet

Blended average rental rates increased 4.1% on a cash basis for all comparable renewals and re-tenanted leases that were executed during the twelve months ended June 30, 2022, representing a sequential improvement of 280 basis points. Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space)

Dividend

In July 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.20 per share, payable on August 15, 2022 to holders of record on July 29, 2022.

Balance Sheet and Liquidity

The following balance sheet and liquidity metrics are presented for the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures. As of June 30, 2022:

Weighted average interest rate was 3.2% and weighted average term to maturity of outstanding debt, including extension options, was approximately 5.1 years
Approximately 88% of the total portfolio’s square footage was unencumbered by mortgages


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Interest coverage ratio (calculated as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“Adjusted EBITDAre”) divided by interest expense) was 4.8x times for the first half of 2022 and 4.7x for the twelve months ended June 30, 2022
Net debt to Adjusted EBITDAre (calculated as net debt divided by Adjusted EBITDAre) improved to 5.3x for the twelve months ended June 30, 2022 from 5.5x for the year ended December 31, 2021
Total outstanding floating rate debt was approximately $107.9 million (principal), representing approximately 7% of total debt outstanding and 4% of total enterprise value
Funds Available for Distribution (“FAD”) payout ratio was 42% for the first half of 2022

Adjusted EBITDAre, Net debt and FAD are supplemental non-GAAP financial measures of operating performance. Definitions of Adjusted EBITDAre, Net debt and FAD and reconciliations to the nearest comparable GAAP measures are included in this release.

Guidance for 2022

Based on the Company’s internal budgeting process and its view on current market conditions, management currently believes the Company’s net income and FFO per share for 2022 will be as follows:

For the year ending December 31, 2022:RevisedPrevious
Low RangeHigh RangeLow RangeHigh Range
Estimated diluted net income per share$0.71 $0.77 $0.69 $0.77 
Depreciation and amortization of real estate assets - consolidated and the Company’s share of unconsolidated joint ventures1.02 1.02 1.02 1.02 
Estimated diluted FFO per share$1.73 $1.79 $1.71 $1.79 
Compensation related to executive severance 0.02 0.02 — — 
Gain on sale of non-real estate asset(0.02)(0.02)— — 
Estimated diluted Core FFO per share$1.73 $1.79 $1.71 $1.79 

Tanger’s estimates reflect the following key assumptions:

Same Center NOI growth for total portfolio (including the Company’s pro rata share of unconsolidated joint ventures) between 3.0% and 4.5%
General and administrative expense, excluding executive severance costs, of between $69 million and $72 million. The year-over-year growth in general and administrative expense reflects Tanger’s continued investments in building the team and technology critical to executing its core strategies of reshaping operations, accelerating leasing and growing commercial strategy through digital transformation
2022 weighted average diluted common shares of approximately 105.0 million for earnings per share and 110.0 million for FFO and Core FFO per share
Combined annual recurring capital expenditures and second generation tenant allowances of approximately $45 million to $55 million
Does not include the impact of the acquisition or sale of any outparcels, properties or joint venture interests, or any additional financing activity

Second Quarter 2022 Conference Call

Tanger will host a conference call to discuss its second quarter 2022 results for analysts, investors and other interested parties on Tuesday, August 9, 2022, at 8:30 a.m. Eastern Time. To access the conference call, listeners should dial 1-877-605-1702. Alternatively, a live audio webcast of this call will be available to the public on Tanger’s Investor Relations website, investors.tangeroutlets.com. A telephone replay of the call will be available from August 9, 2022 at approximately 11:30 a.m. through August 23, 2022 at 11:59 p.m. by dialing 1-877-660-6853, replay access code #13730784. An online archive of the webcast will also be available through August 23, 2022.

About Tanger Factory Outlet Centers, Inc.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT) is a leading operator of upscale open-air outlet centers that owns (or has an ownership interest in) and/or manages a portfolio of 37 centers with an additional center currently under development. Tanger’s operating properties are located in 20 states and in Canada, totaling approximately 14.0 million square feet, leased to over 2,700 stores operated by more than 600 different brand name companies. The Company has more than 41 years of experience in the


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outlet industry and is a publicly-traded REIT. Tanger is furnishing a Form 8-K with the Securities and Exchange Commission (“SEC”) that includes a supplemental information package for the quarter ended June 30, 2022. For more information on Tanger Outlet Centers, call 1-800-4TANGER or visit the Company’s website at www.tangeroutlets.com.

Safe Harbor Statement
This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast” or similar expressions, and include the Company’s expectations regarding future financial results and assumptions underlying that guidance, long-term growth, trends in retail traffic and tenant revenues, development initiatives and strategic partnerships, renewal trends, new revenue streams, its strategy and value proposition to retailers, uses of capital, liquidity, dividend payments and cash flows.

You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements. Important factors which may cause actual results to differ materially from current expectations include, but are not limited to: risks related to the impact of the COVID-19 pandemic and macroeconomic conditions, including rising interest rates and inflation, on our tenants and on our business, financial condition, liquidity, results of operations and compliance with debt covenants; our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we have identified; environmental regulations affecting our business; risks associated with possible terrorist activity or other acts or threats of violence and threats to public safety; our dependence on rental income from real property; our dependence on the results of operations of our retailers and their bankruptcy, early termination or closing could adversely affect us; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; costs associated with the increased focus on environmental, sustainability and social initiatives; risks related to uninsured losses; the risk that consumer, travel, shopping and spending habits may change; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risks associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; uncertainty relating to the potential phasing out of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders, including the recent changes in the U.S. federal income taxation of U.S. businesses; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism and other important factors set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021, as may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s Current Reports on Form 8-K that the Company files with the SEC.
Investor Contact Information
Media Contact Information
Doug McDonald
KWT Global
SVP, Finance and Capital Markets
Tanger@kwtglobal.com
336-856-6066
tangerir@tangeroutlets.com
    


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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
Three months endedSix months ended
June 30,June 30,
2022202120222021
Revenues:
Rental revenues $101,409 $96,824 $206,018 $194,291 
Management, leasing and other services1,436 1,359 2,963 2,731 
Other revenues2,993 3,090 5,725 4,945 
Total revenues105,838 101,273 214,706 201,967 
Expenses:
Property operating32,697 31,250 69,455 66,561 
General and administrative19,329 15,700 34,796 32,493 
Depreciation and amortization26,220 27,732 52,463 55,882 
Total expenses78,246 74,682 156,714 154,936 
Other income (expense):
Interest expense(11,576)(13,338)(23,210)(27,700)
Loss on early extinguishment of debt— (14,039)— (14,039)
Other income (expense) (1)
2,576 654 2,759 (2,851)
Total other income (expense)(9,000)(26,723)(20,451)(44,590)
Income (loss) before equity in earnings of unconsolidated joint ventures18,592 (132)37,541 2,441 
Equity in earnings of unconsolidated joint ventures 2,227 2,728 4,740 4,497 
Net income20,819 2,596 42,281 6,938 
Noncontrolling interests in Operating Partnership(914)(118)(1,858)(327)
Noncontrolling interests in other consolidated partnerships— — — — 
Net income attributable to Tanger Factory Outlet Centers, Inc.19,905 2,478 40,423 6,611 
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 
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 
(1)The three and six months ended June 30, 2022 includes a $2.4 million gain on the sale of the corporate aircraft. The six months ended June 30, 2021 includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.


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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)
 June 30,December 31,
 20222021
Assets  
   Rental property:  
   Land$277,041 $268,269 
   Buildings, improvements and fixtures2,537,507 2,532,489 
   Construction in progress13,346 — 
 2,827,894 2,800,758 
   Accumulated depreciation(1,189,576)(1,145,388)
      Total rental property, net 1,638,318 1,655,370 
   Cash and cash equivalents194,190 161,255 
   Investments in unconsolidated joint ventures80,041 82,647 
   Deferred lease costs and other intangibles, net67,482 73,720 
   Operating lease right-of-use assets79,228 79,807 
   Prepaids and other assets95,986 104,585 
         Total assets $2,155,245 $2,157,384 
   
Liabilities and Equity  
Liabilities  
   Debt:  
Senior, unsecured notes, net$1,037,086 $1,036,181 
Unsecured term loan, net298,783 298,421 
Mortgages payable, net60,146 62,474 
Unsecured lines of credit— — 
Total debt
1,396,015 1,397,076 
Accounts payable and accrued expenses76,512 92,995 
Operating lease liabilities88,330 88,874 
Other liabilities81,813 78,650 
         Total liabilities1,642,670 1,657,595 
Commitments and contingencies
Equity  
Tanger Factory Outlet Centers, Inc.:  
Common shares, $0.01 par value, 300,000,000 shares authorized, 104,394,792 and 104,084,734 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively
1,044 1,041 
   Paid in capital 981,833 978,054 
   Accumulated distributions in excess of net income(483,241)(483,409)
   Accumulated other comprehensive loss(9,420)(17,761)
         Equity attributable to Tanger Factory Outlet Centers, Inc.490,216 477,925 
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 22,359 21,864 
Noncontrolling interests in other consolidated partnerships— — 
         Total equity512,575 499,789 
            Total liabilities and equity$2,155,245 $2,157,384 


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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CENTER INFORMATION
(Unaudited)
 June 30,
 20222021
Gross Leasable Area Open at End of Period (in thousands):
Consolidated11,454 11,456 
Partially owned - unconsolidated2,113 2,113 
Total Properties13,567 13,569 
Total Properties including pro rata share of unconsolidated JVs (1)
12,511 12,512 
 
Outlet Centers in Operation at End of Period:
Consolidated30 30 
Partially owned - unconsolidated
Total Properties36 36 
Ending Occupancy:
Consolidated94.8 %93.0 %
Partially owned - unconsolidated96.0 %95.8 %
Total Properties including pro rata share of unconsolidated JVs94.9 %93.2 %
Total States Operated in at End of Period20 20 
(1)Amounts may not recalculate due to the effect of rounding.




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NON-GAAP SUPPLEMENTAL MEASURES

Funds From Operations

Funds From Operations (“FFO”) is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with generally accepted accounting principles in the United States (“GAAP”). We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”), of which we are a member. In December 2018, NAREIT issued “NAREIT Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. NAREIT defines FFO as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.

FFO is intended to exclude historical cost depreciation of real estate as required by GAAP which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income (loss).

We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. NAREIT has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.

FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

FFO does not reflect changes in, or cash requirements for, our working capital needs;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and

Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.

Core FFO

If applicable, we present Core Funds From Operations (“Core FFO”) as a supplemental measure of our performance. We define Core FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Core FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Core FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present Core FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use Core FFO when certain material, unplanned transactions occur as a


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factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use Core FFO when determining incentive compensation.

Core FFO has limitations as an analytical tool. Some of these limitations are:

Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

Core FFO does not reflect changes in, or cash requirements for, our working capital needs;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Core FFO does not reflect any cash requirements for such replacements;

Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

Other companies in our industry may calculate Core FFO differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Core FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Core FFO only as a supplemental measure.

Funds Available for Distribution

Funds Available for Distribution (“FAD”) is a non-GAAP financial measure that we define as FFO, excluding corporate depreciation, amortization of finance costs, amortization of net debt discount (premium), amortization of equity-based compensation, straight-line rent amounts, market rent amounts, second generation tenant allowances and lease incentives, recurring capital improvement expenditures, and our share of the items listed above for our unconsolidated joint ventures. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential. The FAD payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FAD, facilitates the comparison of dividend coverage between REITs.

We believe that net income (loss) is the most directly comparable GAAP financial measure to FAD. FAD does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions. Other companies in our industry may calculate FAD differently than we do, limiting its usefulness as a comparative measure.

Portfolio Net Operating Income and Same Center Net Operating Income

We present portfolio net operating income (“Portfolio NOI”) and same center net operating income (“Same Center NOI”) as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, impairment charges, loss on early extinguishment of debt and gains or losses on the sale of assets recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods. We present Portfolio NOI and Same Center NOI on both a consolidated and total portfolio, including pro rata share of unconsolidated joint ventures, basis.

We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.

Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be


9


viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.

Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive severance, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on extinguishment of debt, net and other items that we do not consider indicative of the Company’s ongoing operating performance.
We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on extinguishment of debt, net, compensation related to voluntary retirement plan and other executive severance, gain on sale of non-real estate asset, casualty gains and losses, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
They do not reflect our interest expense;

They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;

Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and

Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.

Net Debt

We define Net Debt as Total Debt less Cash and Cash Equivalents and present this metric for both the consolidated portfolio and for the total portfolio, including the consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Net debt is a component of the Net debt to Adjusted EBITDA ratio, which is defined as Net debt for the respective portfolio divided by Adjusted EBITDA (consolidated portfolio) or Adjusted EBITDAre (total portfolio at pro rata share). We use the Net debt to Adjusted EBITDA and the Net debt to Adjusted EBITDAre ratios to evaluate the Company's leverage. We believe this measure is an important indicator of the Company's ability to service its long-term debt obligations.





10


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP SUPPLEMENTAL MEASURES
(in thousands, except per share)
(Unaudited)

Below is a reconciliation of Net Income to FFO and Core FFO:
 Three months endedSix months ended
 June 30,June 30,
2022202120222021
Net income$20,819 $2,596 $42,281 $6,938 
Adjusted for:
Depreciation and amortization of real estate assets - consolidated25,615 27,185 51,276 54,739 
Depreciation and amortization of real estate assets - unconsolidated joint ventures2,791 2,913 5,545 5,909 
Loss on sale of joint venture property, including foreign currency effect (1)
— — — 3,704 
FFO49,225 32,694 99,102 71,290 
Allocation of earnings to participating securities(424)(302)(858)(694)
FFO available to common shareholders (2)
$48,801 $32,392 $98,244 $70,596 
As further adjusted for:
Compensation related to voluntary retirement plan and other executive severance (3)
2,447 — 2,447 2,418 
Gain on sale of non-real estate asset (4)
(2,418)— (2,418)— 
Loss on early extinguishment of debt (5)
— 14,039 — 14,039 
Impact of above adjustments to the allocation of earnings to participating securities — (106)— (128)
Core FFO available to common shareholders (2)
$48,830 $46,325 $98,273 $86,925 
FFO available to common shareholders per share - diluted (2)
$0.45 $0.30 $0.90 $0.68 
Core FFO available to common shareholders per share -
diluted (2)
$0.45 $0.43 $0.90 $0.84 
 
Weighted Average Shares:
Basic weighted average common shares103,630 100,409 103,607 97,504 
Effect of notional units421 818 413 685 
Effect of outstanding options703 771 720 728 
Diluted weighted average common shares (for earnings per share computations)104,754 101,998 104,740 98,917 
Exchangeable operating partnership units 4,762 4,795 4,762 4,795 
Diluted weighted average common shares (for FFO and Core FFO per share computations) (2)
109,516 106,793 109,502 103,712 
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.
(3)For the 2022 period, represents executive severance costs. For the 2021 period, includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance costs.
(4)Represents gain on sale of the corporate aircraft.
(5)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash. The loss on extinguishment of debt includes a make-whole premium of $13.0 million.


11


Below is a reconciliation of FFO to FAD:
 Three months endedSix months ended
 June 30,June 30,
 2022202120222021
FFO available to common shareholders$48,801 $32,392 $98,244 $70,596 
Adjusted for:
Corporate depreciation excluded above605 547 1,187 1,143 
Amortization of finance costs782 1,494 1,541 2,667 
Amortization of net debt discount124 821 241 948 
Amortization of equity-based compensation4,251 2,763 6,959 6,608 
Straight-line rent adjustments(302)478 1,035 1,521 
Market rent adjustments138 238 314 25 
Second generation tenant allowances and lease incentives(1,908)(1,516)(3,160)(2,294)
Capital improvements(5,216)(2,686)(6,625)(3,642)
Adjustments from unconsolidated joint ventures(265)(38)(538)
FAD available to common shareholders (1)
$47,010 $34,536 $99,698 $77,034 
Dividends per share$0.2000 $0.1775 $0.3825 $0.3550 
FFO payout ratio 44 %59 %43 %52 %
FAD payout ratio 47 %55 %42 %48 %
Diluted weighted average common shares (1)
109,516 106,793 109,502 103,712 
(1)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.



12


Below is a reconciliation of Net Income to Portfolio NOI and Same Center NOI for the consolidated portfolio and total portfolio at pro rata share:
Three months endedSix months ended
June 30,June 30,
2022202120222021
Net income$20,819 $2,596 $42,281 $6,938 
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(2,227)(2,728)(4,740)(4,497)
Interest expense11,576 13,338 23,210 27,700 
Loss on early extinguishment of debt (1)
— 14,039 — 14,039 
Other (income) expense(2,576)(654)(2,759)2,851 
Depreciation and amortization26,220 27,732 52,463 55,882 
Other non-property (income) expenses63 307 234 (93)
Corporate general and administrative expenses19,328 15,746 34,813 32,517 
Non-cash adjustments (2)
(157)728 1,363 1,571 
Lease termination fees (35)(127)(2,631)(800)
Portfolio NOI - Consolidated73,011 70,977 144,234 136,108 
Non-same center NOI - Consolidated20 (1,562)83 (1,645)
Same Center NOI - Consolidated (3)
$73,031 $69,415 $144,317 $134,463 
Portfolio NOI - Consolidated$73,011 $70,977 $144,234 $136,108 
Pro rata share of unconsolidated joint ventures6,804 6,871 13,707 12,952 
Portfolio NOI - Total portfolio at pro rata share79,815 77,848 157,941 149,060 
Non-same center NOI - Total portfolio at pro rata share20 (1900)83 (1,985)
Same Center NOI - Total portfolio at pro rata share (3)
$79,835 $75,948 $158,024 $147,075 
(1)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash. The loss on extinguishment of debt includes a make-whole premium of $13.0 million.
(2)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(3)Sold outlet centers excluded from Same Center NOI:
Outlet centers sold:
JeffersonvilleJanuary 2021Consolidated
Saint-Sauveur, QuebecMarch 2021Unconsolidated JV

















13


Below are reconciliations of Net Income to Adjusted EBITDA:
Three months endedSix months ended
June 30,June 30,
2022202120222021
Net income$20,819 $2,596 $42,281 $6,938 
Adjusted to exclude:
Interest expense11,576 13,338 23,210 27,700 
Depreciation and amortization26,220 27,732 52,463 55,882 
Loss on sale of joint venture property, including foreign currency effect (1)
— — — 3,704 
Compensation related to voluntary retirement plan and other executive severance (2)
2,447 — 2,447 2,418 
Gain on sale of non-real estate asset (3)
(2,418)— (2,418)— 
Loss on early extinguishment of debt (4)
— 14,039 — 14,039 
Adjusted EBITDA$58,644 $57,705 $117,983 $110,681 
Twelve months ended
June 30,December 31,
20222021
Net income$44,901 $9,558 
Adjusted to exclude:
Interest expense48,376 52,866 
Depreciation and amortization106,589 110,008 
Impairment charges - consolidated (5)
6,989 6,989 
Loss on sale of joint venture property, including foreign currency effect (1)
— 3,704 
Compensation related to voluntary retirement plan and other executive severance (2)
3,608 3,579 
Gain on sale of non-real estate asset (3)
(2,418)— 
Casualty gain(969)(969)
Loss on early extinguishment of debt (4)
33,821 47,860 
Adjusted EBITDA$240,897 $233,595 
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)For the 2022 period, represents executive severance costs. For the 2021 period, includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance costs.
(3)Represents gain on sale of the corporate aircraft.
(4)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023, for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining 2023 Notes, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.
(5)Includes $563,000 for the twelve months ended December 31, 2021 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.



14


Below are reconciliations of Net Income to EBITDAre and Adjusted EBITDAre:
Three months endedSix months ended
June 30,June 30,
2022202120222021
Net income$20,819 $2,596 $42,281 $6,938 
Adjusted to exclude:
Interest expense11,576 13,338 23,210 27,700 
Depreciation and amortization26,220 27,732 52,463 55,882 
Loss on sale of joint venture property, including foreign currency effect (1)
— — — 3,704 
Pro rata share of interest expense - unconsolidated joint ventures 1,579 1,455 3,037 2,928 
Pro rata share of depreciation and amortization - unconsolidated joint ventures2,791 2,913 5,545 5,909 
EBITDAre$62,985 $48,034 $126,536 $103,061 
Compensation related to voluntary retirement plan and other executive severance (2)
2,447 — 2,447 2,418 
Gain on sale of non-real estate asset (3)
(2,418)— (2,418)— 
Loss on early extinguishment of debt (4)
— 14,039 — 14,039 
Adjusted EBITDAre$63,014 $62,073 $126,565 $119,518 
Twelve months ended
June 30,December 31,
20222021
Net income$44,901 $9,558 
Adjusted to exclude:
Interest expense48,376 52,866 
Depreciation and amortization106,589 110,008 
Impairment charges - consolidated (5)
6,989 6,989 
Loss on sale of joint venture property, including foreign currency effect (1)
— 3,704 
Pro-rata share of interest expense - unconsolidated joint ventures5,967 5,858 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures11,254 11,618 
EBITDAre$224,076 $200,601 
Compensation related to voluntary retirement plan and other executive severance (2)
3,608 3,579 
Gain on sale of non-real estate asset (3)
(2,418)— 
Casualty gain(969)(969)
Loss on early extinguishment of debt (4)
33,821 47,860 
Adjusted EBITDAre$258,118 $251,071 
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)For the 2022 period, represents executive severance costs. For the 2021 periods, includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance costs.
(3)Represents gain on sale of the corporate aircraft.
(4)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023 (the “2023 Notes”) for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining 2023 Notes, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.
(5)Includes $563,000 for the twelve months ended December 31, 2021 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.


15


Below is a reconciliation of Total Debt to Net Debt for the consolidated portfolio and total portfolio at pro rata share:
 June 30, 2022
ConsolidatedPro Rata
Share of Unconsolidated JVs
Total at
Pro Rata Share
 
Total debt$1,396,015 $164,768 $1,560,783 
Less: Cash and cash equivalents(194,190)(7,428)(201,618)
Net debt$1,201,825 $157,340 $1,359,165 
 December 31, 2021
ConsolidatedPro Rata
Share of Unconsolidated JVs
Total at
Pro Rata Share
 
Total debt$1,397,076 $164,730 $1,561,806 
Less: Cash and cash equivalents(161,255)(9,515)(170,770)
Net debt$1,235,821 $155,215 $1,391,036 



16

Exhibit 99.2
tangerlargea01a03a07.jpg
Tanger Factory Outlet Centers, Inc.
  
Supplemental Operating and Financial Data
June 30, 2022


Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022

tangeroutlet-small93015a06.jpg


Notice
  
Beginning in the fourth quarter of 2021, the Company has revised the presentation of certain metrics to include the Company’s share of unconsolidated joint ventures, as detailed in the following pages. The Company believes that this presentation provides additional information on the impacts of the operating results of its unconsolidated joint ventures and improves comparability to other retail REITs. Prior period results have been revised to conform with the current period presentation.
  
For a more detailed discussion of the factors that affect our operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the year ended December 31, 2021.
 
This Supplemental Portfolio and Financial Data is not an offer to sell or a solicitation to buy any securities of the Company. Any offers to sell or solicitations to buy any securities of the Company shall be made only by means of a prospectus.

2    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
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Table of Contents
Section
Portfolio Data:
Summary Operating Metrics
Geographic Diversification
Property Summary - Occupancy at End of Each Period Shown
Portfolio Occupancy at the End of Each Period
Outlet Center Ranking
Top 25 Tenants Based on Percentage of Total Annualized Base Rent
Lease Expirations as of June 30, 2022
Capital Expenditures
Leasing Activity
Development Summary
 
Financial Data:
 
Consolidated Balance Sheets
Consolidated Statements of Operations
Components of Rental Revenues
Unconsolidated Joint Venture Information
Debt Outstanding Summary
Future Scheduled Principal Payments
Senior Unsecured Notes Financial Covenants
Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings
Non-GAAP and Supplemental Measures:
Non-GAAP Definitions
FFO and FAD Analysis
Portfolio NOI and Same Center NOI
Adjusted EBITDA and EBITDAre
Net Debt
Pro Rata Balance Sheet Information
Pro Rata Statement of Operations Information
Investor Information

3    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg


Summary Operating Metrics
June 30,
20222021
Outlet Centers in Operation at End of Period:
Consolidated30 30 
Partially owned - unconsolidated
Total Properties36 36 
Gross Leasable Area Open at End of Period (in thousands):
Consolidated11,454 11,456 
Partially owned - unconsolidated2,113 2,113 
Partially owned - pro-rata share of unconsolidated1,056 1,056 
Total Properties13,567 13,569 
Total Properties including pro rata share of unconsolidated JVs (1)
12,511 12,512 
Ending Occupancy:
Consolidated properties94.8 %93.0 %
Partially owned - unconsolidated96.0 %95.8 %
Total Properties including pro rata share of unconsolidated JVs94.9%93.2 %
Average Tenant Sales Per Square Foot (2) :
Consolidated properties$448 $424 
Partially owned - unconsolidated$468 $421 
Total Properties including pro rata share of unconsolidated JVs$450 $423 
Occupancy Cost Ratio (3)
8.5 %8.8 %
(1)Amounts may not recalculate due to the effect of rounding.
(2)Sales per square foot are presented for the trailing twelve months ended June 30, 2022 and include stores that have been occupied a minimum of twelve months and are less than 20,000 square feet.
(3)Occupancy cost ratio represents annualized occupancy costs as of the end of the reporting period as a percentage of tenant sales for the trailing twelve-month period for consolidated properties and the Company’s pro rata share of unconsolidated joint ventures.

4    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
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Geographic Diversification
As of June 30, 2022

Consolidated Properties
State# of CentersGLA% of GLA
South Carolina1,605,812 14 %
New York1,468,429 13 %
Georgia1,121,579 10 %
Pennsylvania999,442 %
Texas823,557 %
Michigan671,571 %
Alabama554,649 %
Delaware549,890 %
New Jersey487,718 %
Tennessee447,810 %
North Carolina423,771 %
Arizona410,753 %
Florida351,721 %
Missouri329,861 %
Mississippi324,801 %
Louisiana321,066 %
Connecticut311,229 %
New Hampshire250,558 %
Total Consolidated Properties30 11,454,217 100 %
Unconsolidated Joint Venture Properties
# of CentersGLAOwnership %
Charlotte, NC398,698 50.00 %
Ottawa, ON357,209 50.00 %
Columbus, OH355,245 50.00 %
Texas City, TX352,705 50.00 %
National Harbor, MD341,156 50.00 %
Cookstown, ON307,883 50.00 %
Total Unconsolidated Joint Venture Properties6 2,112,896 
Tanger’s Pro Rata Share of Unconsolidated Joint Venture Properties1,056,448 
Grand Total including pro rata share of unconsolidated JVs36 12,510,665 








5    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg



Property Summary - Occupancy at End of Each Period Shown
LocationTotal GLA
6/30/22
% Occupied
6/30/22
% Occupied
3/31/22
% Occupied
6/30/21
Deer Park, NY 739,148 95.6 %95.3 %93.0 %
Riverhead, NY729,281 91.8 %92.2 %90.2 %
Foley, AL554,649 92.3 %92.1 %87.6 %
Rehoboth Beach, DE549,890 94.1 %93.2 %91.7 %
Atlantic City, NJ 487,718 78.6 %80.1 %81.8 %
San Marcos, TX471,816 96.1 %93.5 %91.0 %
Sevierville, TN447,810 100.0 %98.3 %97.7 %
Savannah, GA429,089 99.5 %99.3 %96.1 %
Myrtle Beach Hwy 501, SC426,523 95.8 %96.0 %97.5 %
Glendale, AZ (Westgate)410,753 99.1 %97.8 %94.9 %
Myrtle Beach Hwy 17, SC404,710 100.0 %98.8 %100.0 %
Charleston, SC386,328 100.0 %97.6 %99.3 %
Lancaster, PA375,883 100.0 %98.9 %99.3 %
Pittsburgh, PA373,863 95.9 %92.9 %90.4 %
Commerce, GA371,408 99.5 %97.4 %92.8 %
Grand Rapids, MI357,133 88.7 %87.3 %88.3 %
Fort Worth, TX351,741 95.0 %97.8 %98.2 %
Daytona Beach, FL351,721 99.4 %99.1 %100.0 %
Branson, MO329,861 98.5 %98.1 %100.0 %
Southaven, MS324,801 98.8 %100.0 %98.5 %
Locust Grove, GA321,082 99.3 %98.0 %98.8 %
Gonzales, LA321,066 95.4 %94.1 %96.0 %
Mebane, NC319,762 96.9 %100.0 %100.0 %
Howell, MI314,438 78.6 %78.3 %73.9 %
Mashantucket, CT (Foxwoods)311,229 79.5 %78.7 %76.8 %
Tilton, NH250,558 88.4 %86.1 %80.2 %
Hershey, PA 249,696 97.6 %96.2 %97.0 %
Hilton Head II, SC206,564 97.1 %100.0 %100.0 %
Hilton Head I, SC181,687 99.4 %99.4 %90.5 %
Blowing Rock, NC104,009 100.0 %89.8 %88.4 %
Total Consolidated11,454,217 94.8 %94.1 %93.0 %
Charlotte, NC398,698 98.9 %98.9 %97.3 %
Ottawa, ON357,209 95.4 %95.4 %94.9 %
Columbus, OH355,245 96.0 %95.8 %96.4 %
Texas City, TX (Galveston/Houston)352,705 95.1 %96.1 %94.6 %
National Harbor, MD341,156 100.0 %99.3 %99.3 %
Cookstown, ON307,883 89.8 %90.3 %91.9 %
Total Unconsolidated2,112,896 96.0 %96.1 %95.8 %
Tanger’s pro rata share of unconsolidated JVs1,056,448 96.0 %96.1 %95.8 %
Grand Total including pro rata share of unconsolidated JVs12,510,665 94.9 %94.3 %93.2 %





6    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg



Portfolio Occupancy at the End of Each Period (1)
chart-9df3362e68d648e8946.jpg
(1) Includes the Company’s pro rata share of unconsolidated joint ventures.
















7    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg


Outlet Center Ranking as of June 30, 2022 (1)
 Ranking (2)
12 Months
 SPSF
 Period End
 Occupancy
  Sq Ft
(thousands)
% of
 Square Feet
% of
Portfolio
NOI (3)
Consolidated Centers
Centers 1 - 5$589 97 %2,552 20 %29 %
Centers 6 - 10$497 96 %1,882 15 %17 %
Centers 11 - 15$454 98 %1,688 14 %13 %
Centers 16 - 20$402 96 %1,833 15 %14 %
Centers 21 - 25$361 89 %2,252 18 %13 %
Centers 26 - 30$308 92 %1,247 10 %%
 Ranking (2)
Cumulative 12 Months
 SPSF
 Cumulative Period End
 Occupancy
  Cumulative Sq Ft
(thousands)
Cumulative
% of
 Square Feet
Cumulative
% of
Portfolio
NOI (3)
Consolidated Centers
Centers 1 - 5$589 97 %2,552 20 %29 %
Centers 1 - 10$549 97 %4,434 35 %46 %
Centers 1 - 15$522 97 %6,122 49 %59 %
Centers 1 - 20$494 97 %7,955 64 %73 %
Centers 1 - 25$465 95 %10,207 82 %86 %
Centers 1 - 30$448 95 %11,454 92 %91 %
Unconsolidated Centers at Pro Rata Share (4)
$468 96 %1,056 %%
Total Centers at Pro Rata Share (5)
$450 95 %12,511 100 %100 %
(1)Centers are ranked by sales per square foot for the trailing twelve months ended June 30, 2022 and sales per square foot include stores that have been occupied for a minimum of twelve months and are less than 20,000 square feet.
(2) Outlet centers included in each ranking group above are as follows (in alphabetical order):
Centers 1 - 5:Deer Park, NYGlendale, AZ (Westgate)Myrtle Beach Hwy 17, SCRehoboth Beach, DESevierville, TN
Centers 6 - 10: Branson, MOHilton Head I, SCLocust Grove, GAMebane, NCRiverhead, NY
Centers 11 - 15: Charleston, SCFort Worth, TXHershey, PALancaster, PASouthaven, MS
Centers 16 - 20: Daytona Beach, FLGonzales, LAGrand Rapids, MIPittsburgh, PASavannah, GA
Centers 21 - 25: Atlantic City, NJFoley, ALMashantucket, CT (Foxwoods)Myrtle Beach Hwy 501, SCSan Marcos, TX
Centers 26 - 30: Blowing Rock, NCCommerce, GAHilton Head II, SCHowell, MITilton, NH
(3) Based on the Company’s forecast of 2022 Portfolio NOI (see non-GAAP definitions), excluding centers not yet stabilized (none). The Company’s forecast is based on management’s estimates as of June 30, 2022 and may be considered a forward-looking statement that is subject to risks and uncertainties. Actual results could differ materially from those projected due to various factors including, but not limited to, the risks associated with general economic and real estate conditions. For a more detailed discussion of the factors that affect operating results, interested parties should review the Tanger Factory Outlet Centers, Inc. Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the three months ended June 30, 2022.
(4) Includes outlet centers open 12 full calendar months presented on a gross basis (in alphabetical order):
Unconsolidated:Charlotte, NCColumbus, OHCookstown, ONNational Harbor, MDOttawa, ONTexas City, TX (Galveston/Houston)
(5) Includes consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Amounts may not recalculate due to the effect of rounding.



8    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg


Top 25 Tenants Based on Percentage of Total Annualized Base Rent
As of June 30, 2022 (1)
At Pro Rata Share (2)
TenantBrands# of
Stores
GLA% of
Total GLA
% of Total Annualized Base Rent (3)
The Gap, Inc.Gap, Banana Republic, Old Navy101 969,046 7.7 %5.9 %
SPARC GroupAéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica, Reebok103 566,752 4.5 %4.9 %
Premium Apparel, LLC; The Talbots, Inc.LOFT, Ann Taylor, Lane Bryant, Talbots81 414,763 3.3 %4.1 %
PVH Corp.Tommy Hilfiger, Calvin Klein49 333,140 2.7 %3.6 %
Tapestry, Inc.Coach, Kate Spade, Stuart Weitzman58 257,502 2.1 %3.5 %
Under Armour, Inc.Under Armour, Under Armour Kids35 270,007 2.2 %3.3 %
American Eagle Outfitters, Inc.American Eagle Outfitters, Aerie51 316,595 2.5 %3.1 %
Nike, Inc.Nike, Converse, Hurley40 409,482 3.3 %2.7 %
Columbia Sportswear CompanyColumbia Sportswear28 198,567 1.6 %2.5 %
Carter’s, Inc.Carters, OshKosh B Gosh49 193,904 1.5 %2.2 %
Capri Holdings LimitedMichael Kors, Michael Kors Men’s32 147,846 1.2 %2.2 %
Signet Jewelers LimitedKay Jewelers, Zales, Jared Vault55 114,351 0.9 %2.0 %
Ralph Lauren CorporationPolo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall38 391,204 3.1 %2.0 %
Hanesbrands Inc.Hanesbrands, Maidenform, Champion36 173,742 1.4 %2.0 %
Skechers USA, Inc.Skechers34 165,940 1.3 %2.0 %
Rack Room Shoes, Inc.Rack Room Shoes28 199,032 1.6 %1.8 %
Express Inc.Express Factory28 182,194 1.5 %1.8 %
V. F. CorporationThe North Face, Vans, Timberland, Dickies, Work Authority31 152,980 1.2 %1.8 %
Chico’s, FAS Inc.Chicos, White House/Black Market, Soma Intimates40 108,845 0.9 %1.7 %
H & M Hennes & Mauritz LP.H&M20 408,924 3.3 %1.7 %
Luxottica Group S.p.A.Sunglass Hut, Oakley, Lenscrafters63 86,870 0.7 %1.7 %
Adidas AGAdidas25 161,584 1.3 %1.7 %
Levi Strauss & Co.Levi's32 121,667 1.0 %1.6 %
Caleres Inc.Famous Footwear, Allen Edmonds31 163,737 1.3 %1.6 %
Rue 21Rue 2120 117,359 0.9 %1.4 %
Total of Top 25 tenants1,108 6,626,033 53.0 %62.8 %
(1)Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to-month leases. Includes all retail concepts of each tenant group; tenant groups are determined based on leasing relationships.
(2)Includes the Company’s pro rata share of unconsolidated joint ventures.
(3)Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents which are based on a percentage of sales in lieu of fixed contractual rents.










9    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg


Lease Expirations as of June 30, 2022

Percentage of Total Gross Leasable Area (1)
chart-1239149b645e4e7fbc7.jpg

Percentage of Total Annualized Base Rent (1)
chart-a9df10c4cded4fb88d2.jpg

(1) Includes the Company’s pro rata share of unconsolidated joint ventures.






10    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg



Capital Expenditures for the Six Months Ended June 30, 2022 (in thousands)
Consolidated
Properties
Unconsolidated Joint Ventures at Pro Rata ShareTotal
at Pro Rata Share
Value-enhancing:
New center developments, first generation tenant allowances and expansions$18,596 $41 $18,637 
Other2,533 48 2,581 
Total new center developments and expansions21,129 89 21,218 
Recurring capital expenditures:
Second generation tenant allowances3,160 140 3,300 
Operational capital expenditures6,625 446 7,071 
Renovations— — — 
Total recurring capital expenditures9,785 586 10,371 
Total additions to rental property-accrual basis$30,914 $675 $31,589 












11    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg



Leasing Activity for the Trailing Twelve Months Ended June 30 - Comparable Space for Executed Leases (1) (2)

Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (3)
Rent
Spread
% (4)
Tenant Allowance (psf) (5)
Average Initial Term
(in years)
Total space
20222851,505 $30.67 4.1 %$4.24 3.77 
20213151,437 $26.34 (5.3)%$4.50 2.73 
Re-tenanted space
202245174 $37.25 10.2 %$31.77 8.40 
202145181 $28.85 (4.5)%$17.41 5.40 
Renewed space
20222401,332 $29.82 3.2 %$0.65 3.17 
20212701,256 $25.98 (5.4)%$2.64 2.35 
Refer to footnotes below the following table.

Leasing Activity for the Trailing Twelve Months Ended June 30 - Comparable and Non-Comparable Space for Executed Leases (1) (2)

Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (3)
Tenant Allowance (psf) (5)
Average Initial Term
(in years)
Total space
2022345 1,720 $31.44 $13.07 4.32 
20213581,584 $26.26 $5.68 2.97 
(1)For consolidated properties and domestic unconsolidated joint ventures at pro rata share owned as of the period-end date, except for leasing transactions, which are shown at 100%. Represents leases for new stores or renewals that were executed during the respective trailing 12-month periods and excludes license agreements, seasonal tenants, month-to-month leases and new developments.
(2)Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).
(3)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(4)Represents change in average initial and expiring cash rent (base rent and CAM).
(5)Includes other landlord costs.
12    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg


External Growth Pipeline Summary as of June 30, 2022
Project/MarketProjected
Opening Date
Approx Size in
Sq Ft (000s)
Est
Total Net Cost
(millions)
Cost to Date
(millions)
Tanger Ownership PercentageEst Future Tanger Capital Requirement (millions)Projected Stabilized Yield
New Developments:
Nashville, TNFall 2023290 $135 - $145$18.3100%$116.7 - $126.77.0% - 7.5%
The Company’s estimates, projections and judgments with respect to projected opening date, approximate size, estimated total net cost, Tanger ownership percentage, estimated future Tanger capital requirement and projected stabilized yield for new development are subject to adjustment prior to and during the development process. There are risks inherent to real estate development, some of which are not under the direct control of the Company. Please refer to the Company’s filings with the Securities and Exchange Commission on Form 10-K and Form 10-Q for a discussion of these risks.



13    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg


Consolidated Balance Sheets (dollars in thousands)
 June 30,December 31,
 20222021
Assets  
   Rental property:  
   Land$277,041 $268,269 
   Buildings, improvements and fixtures2,537,507 2,532,489 
   Construction in progress13,346 — 
 2,827,894 2,800,758 
   Accumulated depreciation(1,189,576)(1,145,388)
      Total rental property, net 1,638,318 1,655,370 
   Cash and cash equivalents194,190 161,255 
   Investments in unconsolidated joint ventures80,041 82,647 
   Deferred lease costs and other intangibles, net67,482 73,720 
   Operating lease right-of-use assets79,228 79,807 
   Prepaids and other assets95,986 104,585 
         Total assets $2,155,245 $2,157,384 
   
Liabilities and Equity  
Liabilities  
   Debt:  
Senior, unsecured notes, net$1,037,086 $1,036,181 
Unsecured term loan, net298,783 298,421 
Mortgages payable, net60,146 62,474 
Unsecured lines of credit— — 
Total debt
1,396,015 1,397,076 
Accounts payable and accrued expenses76,512 92,995 
Operating lease liabilities88,330 88,874 
Other liabilities81,813 78,650 
         Total liabilities1,642,670 1,657,595 
Commitments and contingencies
Equity  
Tanger Factory Outlet Centers, Inc.:  
Common shares, $0.01 par value, 300,000,000 shares authorized, 104,394,792 and 104,084,734 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively
1,044 1,041 
   Paid in capital 981,833 978,054 
   Accumulated distributions in excess of net income(483,241)(483,409)
   Accumulated other comprehensive loss(9,420)(17,761)
         Equity attributable to Tanger Factory Outlet Centers, Inc.490,216 477,925 
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 22,359 21,864 
Noncontrolling interests in other consolidated partnerships— — 
         Total equity512,575 499,789 
            Total liabilities and equity$2,155,245 $2,157,384 


14    
Supplemental Operating and Financial Data for the
Quarter Ended 6/30/2022
tangeroutlet-small93015a06.jpg





Consolidated Statements of Operations (in thousands, except per share data)
Three months endedSix months ended
June 30,June 30,
2022202120222021
Revenues:
Rental revenues$101,409 $96,824 $206,018 $194,291 
Management, leasing and other services1,436 1,359 2,963 2,731 
Other revenues2,993 3,090 5,725 4,945 
Total revenues105,838 101,273 214,706 201,967 
Expenses:
Property operating32,697 31,250 69,455 66,561 
General and administrative19,329 15,700 34,796 32,493 
Depreciation and amortization26,220 27,732 52,463 55,882 
Total expenses78,246 74,682 156,714 154,936 
Other income (expense):
Interest expense(11,576)(13,338)(23,210)(27,700)
Loss on early extinguishment of debt— (14,039)— (14,039)
Other income (expense) (1)
2,576 654 2,759 (2,851)
Total other income (expense)(9,000)(26,723)(20,451)(44,590)
Income (loss) before equity in earnings of unconsolidated joint ventures18,592 (132)37,541 2,441 
Equity in earnings of unconsolidated joint ventures 2,227 2,728 4,740 4,497 
Net income20,819 2,596 42,281 6,938 
Noncontrolling interests in Operating Partnership(914)(118)(1,858)<