Form: 8-K

Current report filing

November 1, 2021


Exhibit 99.2
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Tanger Factory Outlet Centers, Inc.
  
Supplemental Operating and Financial Data
September 30, 2021


Supplemental Operating and Financial Data for the
Quarter Ended 9/30/21

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Notice
  
  
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, 2020.
 
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 9/30/2021
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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 September 30, 2021
Capital Expenditures
Leasing Activity
 
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 9/30/2021
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Summary Operating Metrics
September 30,
2021 2020
Outlet centers in operation at end of period:
Consolidated 30  31 
Partially owned - unconsolidated
Total Number of Properties 36  38 
Gross leasable area open at end of period (in thousands):
Consolidated 11,453  11,873 
Partially owned - unconsolidated 2,113  2,212 
Total 13,566  14,085 
Ending Occupancy:
Consolidated properties 94.3  % 92.9  %
Partially owned - unconsolidated 96.3  % 95.1  %
Total properties 94.6  % 94.6  %
Average Tenant Sales Per Square Foot (1)(2):
Consolidated properties $ 448 
Partially owned - domestic unconsolidated $ 471 
Total domestic properties $ 451 
Occupancy Cost Ratio (2)(3)
8.4  %
(1)Sales per square foot are presented for the trailing twelve months ended September 30, 2021 and include stores that have been occupied a minimum of twelve months and are less than 20,000 square feet.
(2)Sales and occupancy cost ratio are not presented for the twelve months ended September 30, 2020 due to the portfolio-wide store closures experienced during the second quarter of 2020 as a result of COVID-19 mandates.
(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.
4    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Geographic Diversification
As of September 30, 2021

Consolidated Properties
State # of Centers GLA % of GLA
South Carolina 1,605,795  14  %
New York 1,468,706  13  %
Georgia 1,121,579  10  %
Pennsylvania 999,442  %
Texas 823,557  %
Michigan 671,565  %
Alabama 554,649  %
Delaware 549,890  %
New Jersey 487,718  %
Tennessee 447,810  %
North Carolina 422,895  %
Arizona 410,753  %
Florida 351,721  %
Missouri 329,861  %
Mississippi 324,720  %
Louisiana 321,066  %
Connecticut 311,229  %
New Hampshire 250,139  %
Total Consolidated Properties 30  11,453,095  100  %
Unconsolidated Joint Venture Properties
# of Centers GLA Ownership %
Charlotte, NC 398,649  50.00  %
Ottawa, ON 357,209  50.00  %
Columbus, OH 355,245  50.00  %
Texas City, TX 352,705  50.00  %
National Harbor, MD 341,156  50.00  %
Cookstown, ON 307,883  50.00  %
Total Unconsolidated Joint Venture Properties 6  2,112,847 
Grand Total 36  13,565,942 


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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Property Summary - Occupancy at End of Each Period Shown
Location Total GLA
09/30/21
% Occupied
09/30/21
% Occupied
06/30/21
% Occupied
09/30/20
Deer Park, NY 739,148  93.8  % 93.0  % 93.2  %
Riverhead, NY 729,558  91.1  % 90.2  % 91.9  %
Foley, AL 554,649  89.1  % 87.6  % 88.8  %
Rehoboth Beach, DE 549,890  91.7  % 91.7  % 93.3  %
Atlantic City, NJ 487,718  80.8  % 81.8  % 79.4  %
San Marcos, TX 471,816  94.0  % 91.0  % 92.7  %
Sevierville, TN 447,810  99.4  % 97.7  % 99.4  %
Savannah, GA 429,089  99.5  % 96.1  % 98.5  %
Myrtle Beach Hwy 501, SC 426,523  97.5  % 97.5  % 97.6  %
Glendale, AZ (Westgate) 410,753  98.7  % 94.9  % 91.8  %
Myrtle Beach Hwy 17, SC 404,710  99.4  % 100.0  % 98.9  %
Charleston, SC 386,328  100.0  % 99.3  % 93.4  %
Lancaster, PA 375,883  99.7  % 99.3  % 97.4  %
Pittsburgh, PA 373,863  94.7  % 90.4  % 92.1  %
Commerce, GA 371,408  96.9  % 92.8  % 94.0  %
Grand Rapids, MI 357,127  88.6  % 88.3  % 89.3  %
Fort Worth, TX 351,741  97.0  % 98.2  % 98.6  %
Daytona Beach, FL 351,721  100.0  % 100.0  % 96.7  %
Branson, MO 329,861  99.2  % 100.0  % 100.0  %
Southaven, MS 324,720  100.0  % 98.5  % 97.4  %
Locust Grove, GA 321,082  98.8  % 98.8  % 97.8  %
Gonzales, LA 321,066  96.0  % 96.0  % 96.8  %
Mebane, NC 318,886  100.0  % 100.0  % 97.0  %
Howell, MI 314,438  78.4  % 73.9  % 80.1  %
Mashantucket, CT (Foxwoods) 311,229  78.8  % 76.8  % 88.5  %
Tilton, NH 250,139  86.0  % 80.2  % 86.8  %
Hershey, PA 249,696  98.4  % 97.0  % 100.0  %
Hilton Head II, SC 206,564  100.0  % 100.0  % 89.3  %
Hilton Head I, SC 181,670  95.8  % 90.5  % 93.2  %
Blowing Rock, NC 104,009  89.8  % 88.4  % 88.8  %
Jeffersonville, OH N/A N/A N/A 80.3  %
Total Consolidated 11,453,095  94.3  % 93.0  % 92.9  %
Charlotte, NC 398,649  99.1  % 97.3  % 98.1  %
Ottawa, ON 357,209  96.4  % 94.9  % 95.9  %
Columbus, OH 355,245  96.6  % 96.4  % 96.7  %
Texas City, TX (Galveston/Houston) 352,705  94.2  % 94.6  % 91.0  %
National Harbor, MD 341,156  98.4  % 99.3  % 98.6  %
Cookstown, ON 307,883  91.9  % 91.9  % 91.6  %
Saint-Sauveur, QC N/A N/A N/A 86.9  %
Total Unconsolidated 2,112,847  96.3  % 95.8  % 95.1  %
Total 13,565,942  94.6  % 93.4  % 94.6  %

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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Portfolio Occupancy at the End of Each Period (1)
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(1) Excludes unconsolidated outlet centers. See table on page 5.



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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Outlet Center Ranking as of September 30, 2021 (1)
 Ranking (2)
12 Months
 SPSF
 Period End
 Occupancy
  Sq Ft
(thousands)
% of
 Square Feet
% of
Portfolio
NOI (3)
Consolidated Centers
Centers 1 - 5 $ 593  97  % 2,324  21  % 26  %
Centers 6 - 10 $ 499  94  % 2,110  18  % 24  %
Centers 11 - 15 $ 449  97  % 1,694  15  % 14  %
Centers 16 - 20 $ 398  93  % 1,963  17  % 15  %
Centers 21 - 25 $ 361  95  % 2,176  19  % 16  %
Centers 26 - 30 $ 309  85  % 1,186  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 $ 593  97  % 2,324  21  % 26  %
Centers 1 - 10 $ 547  96  % 4,434  39  % 50  %
Centers 1 - 15 $ 520  96  % 6,128  54  % 64  %
Centers 1 - 20 $ 490  96  % 8,091  71  % 79  %
Centers 1 - 25 $ 462  95  % 10,267  90  % 95  %
Centers 1 - 30 $ 448  94  % 11,453  100  % 100  %
Unconsolidated centers (4)
$ 471  97  % 1,448  n/a n/a
Domestic centers (5)
$ 451  95  % 12,901  n/a n/a
(1) Centers are ranked by sales per square foot for the trailing twelve months ended September 30, 2021 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, NY Glendale, AZ (Westgate) Locust Grove, GA Myrtle Beach Hwy 17, SC Sevierville, TN
Centers 6 - 10: Branson, MO Hilton Head I, SC Mebane, NC Rehoboth Beach, DE Riverhead, NY
Centers 11 - 15: Charleston, SC Grand Rapids, MI Hershey, PA Lancaster, PA Southaven, MS
Centers 16 - 20: Atlantic City, NJ Fort Worth, TX Gonzales, LA Pittsburgh, PA Savannah, GA
Centers 21 - 25: Commerce, GA Daytona Beach, FL Foley, AL Myrtle Beach Hwy 501, SC San Marcos, TX
Centers 26 - 30: Blowing Rock, NC Hilton Head II, SC Howell, MI Mashantucket, CT (Foxwoods) Tilton, NH
(3) Based on the Company’s forecast of 2021 Portfolio NOI (see non-GAAP definitions), excluding centers not yet stabilized (none). The Company’s forecast is based on management’s estimates as of September 30, 2021 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, 2020 and Quarterly Report on Form 10-Q for the three months ended September 30, 2021.
(4) Includes domestic outlet centers open 12 full calendar months (in alphabetical order):
Unconsolidated: Charlotte, NC Columbus, OH National Harbor, MD Texas City, TX (Galveston/Houston)  
(5) Includes consolidated portfolio and domestic unconsolidated joint ventures.
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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Top 25 Tenants Based on Percentage of Total Annualized Base Rent
As of September 30, 2021 (1)
Consolidated Unconsolidated
Tenant Brands # of
Stores
GLA % of
Total GLA
% of Total Annualized Base Rent (2)
# of
Stores
The Gap, Inc. Gap, Banana Republic, Old Navy 83  881,942  7.7  % 6.2  % 18 
Premium Apparel, LLC; The Talbots, Inc. LOFT, Ann Taylor, Lane Bryant, Talbots 77  426,970  3.7  % 4.3  % 10 
SPARC Group Aéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica 76  469,640  4.1  % 4.2  % 11 
PVH Corp. Tommy Hilfiger, Calvin Klein 40  298,803  2.6  % 3.6  % 12 
Tapestry, Inc. Coach, Kate Spade, Stuart Weitzman 47  223,813  2.0  % 3.3  % 11 
Under Armour, Inc. Under Armour, Under Armour Kids 29  228,931  2.0  % 3.2  %
American Eagle Outfitters, Inc. American Eagle Outfitters, Aerie 39  268,350  2.3  % 2.9  %
Nike, Inc. Nike, Converse, Hurley 31  370,448  3.2  % 2.8  %
Columbia Sportswear Company Columbia Sportswear 23  183,484  1.6  % 2.6  %
Adidas AG Adidas, Reebok 32  206,425  1.8  % 2.3  % 10 
Capri Holdings Limited Michael Kors, Michael Kors Men’s 27  134,989  1.2  % 2.3  %
Carter’s, Inc. Carters, OshKosh B Gosh 40  177,045  1.5  % 2.3  %
Hanesbrands Inc. Hanesbrands, Maidenform, Champion 35  172,347  1.5  % 2.2  %
Skechers USA, Inc. Skechers 28  154,913  1.4  % 2.0  %
Rack Room Shoes, Inc. Rack Room Shoes, Off Broadway Shoe 26  193,632  1.7  % 2.0  %
Signet Jewelers Limited Kay Jewelers, Zales, Jared Vault 45  103,260  0.9  % 2.0  %
Ralph Lauren Corporation Polo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall 32  350,331  3.1  % 2.0  %
V. F. Corporation The North Face, Vans, Timberland, Dickies, Work Authority 27  143,207  1.2  % 1.9  %
Express Inc. Express Factory 24  168,000  1.5  % 1.8  %
Chico’s, FAS Inc. Chicos, White House/Black Market, Soma Intimates 37  107,287  0.9  % 1.8  %
H & M Hennes & Mauritz LP. H&M 18  385,321  3.4  % 1.8  %
Luxottica Group S.p.A. Sunglass Hut, Oakley, Lenscrafters 52  76,178  0.7  % 1.7  % 10 
Levi Strauss & Co. Levi's 27  111,510  1.0  % 1.7  %
Caleres Inc. Famous Footwear, Allen Edmonds 27  152,156  1.3  % 1.6  %
Rue 21, LLC Rue 21 19  114,562  1.0  % 1.4  %
Total of Top 25 tenants 941  6,103,544  53.3  % 63.9  % 174 
(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 for consolidated outlet centers; tenant groups are determined based on leasing relationships.
(2)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. In light of COVID-19 related closures and changes to rent arrangements that have not yet been in place for 12 months, rents based on a percentage of sales are annualized using pro rata sales for the number of days a store was open, adjusted for seasonal trends.

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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Lease Expirations as of September 30, 2021

Percentage of Total Gross Leasable Area (1)
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Percentage of Total Annualized Base Rent (1)
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(1) Excludes unconsolidated outlet centers. See table on page 5.

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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Capital Expenditures (in thousands)
Nine months ended
September 30,
2021 2020
Value-enhancing:
New center developments and expansions $ 2,626  $ 1,967 
Other 2,047  673 
4,673  2,640 
Recurring capital expenditures:
Second generation tenant allowances(1)
(5) 8,549 
Operational capital expenditures 9,090  6,764 
Renovations 227  5,217 
9,312  20,530 
Total additions to rental property-accrual basis 13,985  23,170 
Conversion from accrual to cash basis 9,700  (98)
Total additions to rental property-cash basis $ 23,685  $ 23,072 
(1)In the 2021 period, second generation tenant allowances are presented net of $3.3 million tenant allowance reversals, which were the result of a lease modification.

Leasing Activity
Re-tenant (1)
Trailing twelve months ended: # of Leases Square Feet
(in 000s)
Average
Annual
Straight-line Rent (psf)
Average
Tenant
Allowance (psf)(2)
Average Initial Term
 (in years)
Net Average
Annual
Straight-line Rent (psf) (3)
9/30/2021 84  327  $ 28.72  $ 27.04  5.85  $ 24.10 
9/30/2020 83  387  $ 32.85  $ 63.66  7.17  $ 23.97 
Renewal (1)
Trailing twelve months ended: # of Leases Square Feet
(in 000s)
Average
Annual
Straight-line Rent (psf)
Average
Tenant
Allowance (psf)(2)
Average Initial Term
 (in years)
Net Average
Annual
Straight-line Rent (psf) (3)
9/30/2021 245  1,248  $ 26.45  $ 1.60  3.22  $ 25.95 
9/30/2020 177  889  $ 27.32  $ 0.90  3.85  $ 27.09 
Total (1)
Trailing twelve months ended: # of Leases Square Feet
(in 000s)
Average
Annual
Straight-line Rent (psf)
Average
Tenant
Allowance (psf)(2)
Average Initial Term
 (in years)
Net Average
Annual
Straight-line Rent (psf) (3)
9/30/2021 329  1,575  $ 26.92  $ 6.89  3.77  $ 25.09 
9/30/2020 260  1,276  $ 29.00  $ 19.93  4.86  $ 24.90 
(1)Represents change in rent (base rent and common area maintenance (“CAM”)) for all leases for new stores that opened or renewals that started during the respective trailing twelve month periods within the consolidated portfolio, except for license agreements, seasonal tenants, and month-to-month leases.
(2)Includes other landlord costs.
(3)Net average straight-line base rent is calculated by dividing the average tenant allowance costs per square foot by the average initial term and subtracting this calculated number from the average straight-line base rent per year amount. The average annual straight-line base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants. The average tenant allowance disclosed in the table above includes other landlord costs.
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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Leasing Activity (1)
TTM ended TTM ended
All Lease Terms 9/30/2021 9/30/2020
Re-tenanted Space:
Number of leases 84  83 
Gross leasable area 327,316  386,721 
New initial rent per square foot $ 26.39  $ 29.80 
Prior expiring rent per square foot $ 32.64  $ 34.39 
Percent decrease (19.1) % (13.4) %
 
New straight-line rent per square foot $ 28.72  $ 32.85 
Prior straight-line rent per square foot $ 32.79  $ 33.40 
Percent decrease (12.4) % (1.6) %
 
Renewed Space:
Number of leases 245  177 
Gross leasable area 1,248,049  888,507 
New initial rent per square foot $ 25.94  $ 26.62 
Prior expiring rent per square foot $ 26.28  $ 29.61 
Percent decrease (1.3) % (10.1) %
 
New straight-line rent per square foot $ 26.45  $ 27.32 
Prior straight-line rent per square foot $ 25.60  $ 29.90 
Percent increase (decrease) 3.3  % (8.6) %
Total Re-tenanted and Renewed Space:
Number of leases 329  260 
Gross leasable area 1,575,365  1,275,228 
New initial rent per square foot $ 26.03  $ 27.59 
Prior expiring rent per square foot $ 27.60  $ 31.06 
Percent decrease (5.7) % (11.2) %
 
New straight-line rent per square foot $ 26.92  $ 29.00 
Prior straight-line rent per square foot $ 27.09  $ 30.96 
Percent decrease (0.6) % (6.3) %
(1)For consolidated properties owned as of the period-end date. Represents change in rent (base rent and CAM) for all leases for new stores that opened or renewals that started during the respective trailing twelve month periods, except for license agreements, seasonal tenants, and month-to-month leases.


12    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Consolidated Balance Sheets (dollars in thousands)
  September 30, December 31,
  2021 2020
Assets    
   Rental property:    
   Land $ 268,243  $ 265,968 
   Buildings, improvements and fixtures 2,520,492  2,527,404 
  2,788,735  2,793,372 
   Accumulated depreciation (1,125,883) (1,054,993)
      Total rental property, net 1,662,852  1,738,379 
   Cash and cash equivalents 143,116  84,832 
   Investments in unconsolidated joint ventures 85,421  94,579 
   Deferred lease costs and other intangibles, net 76,980  84,960 
   Operating lease right-of-use assets 80,658  81,499 
   Prepaids and other assets 100,134  105,282 
         Total assets $ 2,149,161  $ 2,189,531 
     
Liabilities and Equity    
Liabilities    
   Debt:    
Senior, unsecured notes, net $ 1,035,670  $ 1,140,576 
Unsecured term loan, net 298,288  347,370 
Mortgages payable, net 76,807  79,940 
Unsecured lines of credit —  — 
Total debt
1,410,765  1,567,886 
Accounts payable and accrued expenses 90,053  88,253 
Operating lease liabilities 89,364  90,105 
Other liabilities 78,819  84,404 
         Total liabilities 1,669,001  1,830,648 
Commitments and contingencies
Equity    
Tanger Factory Outlet Centers, Inc.:    
Common shares, $0.01 par value, 300,000,000 shares authorized, 103,984,234 and 93,569,801 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
1,040  936 
   Paid in capital 975,137  787,143 
   Accumulated distributions in excess of net income (496,495) (420,104)
   Accumulated other comprehensive loss (20,686) (26,585)
         Equity attributable to Tanger Factory Outlet Centers, Inc. 458,996  341,390 
Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 21,164  17,493 
Noncontrolling interests in other consolidated partnerships —  — 
         Total equity 480,160  358,883 
            Total liabilities and equity $ 2,149,161  $ 2,189,531 


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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Consolidated Statements of Operations (in thousands, except per share data)
Three months ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Revenues:
Rental revenues $ 107,265  $ 100,251  $ 301,556  $ 271,082 
Management, leasing and other services 1,641  1,194  4,372  3,362 
Other revenues 3,559  1,768  8,504  4,392 
Total revenues 112,465  103,213  314,432  278,836 
Expenses:
Property operating 37,186  35,206  103,747  101,991 
General and administrative 14,817  11,181  47,310  35,331 
Impairment charges —  —  —  45,675 
Depreciation and amortization 26,944  29,903  82,826  87,966 
Total expenses 78,947  76,290  233,883  270,963 
Other income (expense):
Interest expense (13,282) (15,647) (40,982) (47,786)
Loss on early extinguishment of debt (33,821) —  (47,860) — 
Gain on sale of assets —  2,324  —  2,324 
Other income (expense) (1)
253  161  (2,598) 789 
Total other income (expense) (46,850) (13,162) (91,440) (44,673)
Income (loss) before equity in earnings (losses) of unconsolidated joint ventures (13,332) 13,761  (10,891) (36,800)
Equity in earnings (losses) of unconsolidated joint ventures 2,261  (42) 6,758  (1,490)
Net income (loss) (11,071) 13,719  (4,133) (38,290)
Noncontrolling interests in Operating Partnership 492  (690) 165  1,939 
Noncontrolling interests in other consolidated partnerships —  —  —  (190)
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc. (10,579) 13,029  (3,968) (36,541)
Allocation of earnings to participating securities (401) (146) (804) (692)
Net income (loss) available to common shareholders of
Tanger Factory Outlet Centers, Inc.
$ (10,980) $ 12,883  $ (4,772) $ (37,233)
Basic earnings per common share:
Net income (loss) $ (0.11) $ 0.14  $ (0.05) $ (0.40)
Diluted earnings per common share:
Net income (loss) $ (0.11) $ 0.14  $ (0.05) $ (0.40)
(1)The nine months ended September 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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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Components of Rental Revenues (in thousands)

As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of Accounting Standards Codification Topic 842 “Leases” (“ASC 842”). We utilized the practical expedient in ASU 2018-11 to account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues on the consolidated statements of operations.

The table below provides details of the components included in rental revenues:
Three months ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Rental revenues:
Base rentals
$ 69,909  $ 70,908  $ 204,579  $ 195,885 
Percentage rentals 8,635  1,095  14,652  3,245 
Tenant expense reimbursements 26,888  29,312  81,933  83,416 
Lease termination fees 1,424  6,323  2,224  8,000 
Market rent adjustments (33) (2,057) 128  (2,282)
Straight-line rent adjustments 384  (1,740) (1,137) (2,417)
Uncollectible tenant revenues 58  (3,590) (823) (14,765)
Rental revenues $ 107,265  $ 100,251  $ 301,556  $ 271,082 





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Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Unconsolidated Joint Venture Information

The following table details certain information as of September 30, 2021, except for Net Operating Income (“NOI”) which is for the nine months ended September 30, 2021, about various unconsolidated real estate joint ventures in which we have an ownership interest
(dollars in millions):
Joint Venture Center Location Tanger’s Ownership % Square Feet Tanger’s Share of Total Assets Tanger’s Share of NOI
Tanger’s Share of Net Debt (1)
Charlotte Charlotte, NC 50.0  % 398,649  $ 34.3  $ 4.8  $ 49.8 
Columbus Columbus, OH 50.0  % 355,245  37.0  3.7  35.4 
Galveston/Houston Texas City, TX 50.0  % 352,705  19.4  3.2  32.2 
National Harbor National Harbor, MD 50.0  % 341,156  37.8  4.1  47.3 
RioCan Canada (2)
Various 50.0  % 665,092  84.3  4.1  — 
Total 2,112,847  $ 212.8  $ 19.9  $ 164.7 
(1)Net of debt origination costs and premiums.
(2)Includes a 307,883 square foot outlet center in Cookstown, Ontario; and a 357,209 square foot outlet center in Ottawa, Ontario. Tanger’s share of NOI includes $336,000 for the Saint-Sauveur, Quebec outlet center, which was sold in March 2021.




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Quarter Ended 9/30/2021
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Debt Outstanding Summary
As of September 30, 2021
(dollars in thousands)
  Total Debt Outstanding Our Share of Debt Stated
Interest Rate
End of Period Effective Interest Rate(1)
Maturity
Date (2)
Weighted Average Years to Maturity (2)
Consolidated Debt:
Unsecured debt:      
Unsecured lines of credit(3)
$ —  $ —  LIBOR + 1.20% 1.3  % 7/14/2026 4.8 
2026 Senior unsecured notes 350,000  350,000  3.125  % 3.2  % 9/1/2026 4.9 
2027 Senior unsecured notes 300,000  300,000  3.875  % 3.9  % 7/15/2027 5.8 
2031 Senior unsecured notes 400,000  400,000  2.750  % 2.9  % 9/1/2031 9.9 
Unsecured term loan 300,000  300,000 
LIBOR(4) + 1.25%
1.8  % 4/22/2024 2.6 
Net debt discounts and debt origination costs (16,042) (16,042)    
Total net unsecured debt 1,333,958  1,333,958    3.1  %   6.1 
Secured mortgage debt:
Atlantic City, NJ(5)
24,531  24,531  5.14% - 7.65% 5.1  % 11/15/2021 - 12/8/2026 3.8 
Southaven, MS (6)
51,400  51,400  LIBOR + 1.80% 1.9  % 4/28/2023 1.6 
Debt premium and debt origination costs 876  876 
Total net secured mortgage debt 76,807  76,807  2.9  % 2.3 
Total consolidated debt 1,410,765  1,410,765  3.1  % 5.9 
Unconsolidated JV debt:      
Charlotte 100,000  50,000  4.27  % 4.3  % 7/1/2028 6.8 
Columbus 71,000  35,500  LIBOR + 1.85% 1.9  % 11/28/2022 1.2 
Galveston/Houston 64,500  32,250  LIBOR + 1.85% 1.9  % 7/1/2023 1.8 
National Harbor 95,000  47,500  4.63  % 4.6  % 1/5/2030 8.3 
Debt origination costs (1,218) (559)
Total unconsolidated JV net debt 329,282  164,691    3.4  %   5.0 
Total $ 1,740,047  $ 1,575,456  3.1  % 5.7 
(1)The effective interest rate includes the impact of discounts and premiums, mark-to-market adjustments for mortgages assumed in conjunction with property acquisitions and interest rate swap agreements, as applicable, which are summarized on the following page.
(2)Includes applicable extensions available at our option.
(3)In July 2021, the Company amended its unsecured lines of credit and extended the maturity to July 14, 2026, including two six-month extension options. The amendment eliminated the LIBOR floor, which was previously 25 basis points. The lines provide for borrowings of up to $520.0 million, including a $20.0 million liquidity line and a $500.0 million syndicated line. A 25 basis point facility fee is due annually on the entire committed amount of each facility. In certain circumstances, total line capacity may be increased to $1.2 billion through an accordion feature in the syndicated line.
(4)If LIBOR is less than 0.25% per annum, the rate will be deemed to be 0.25% for any portion of the bank term loan not fixed with an interest rate swap. Currently the entire outstanding balance is fixed with interest rate swaps, as summarized on the following page.
(5)In October 2021, the Company repaid a $2.1 million mortgage note secured by the Atlantic City, NJ property, which was scheduled to mature in December 2021. The effective interest rate for the remaining notes remains 5.1% as established upon acquisition. The stated rates for the remaining secured notes ranged from 5.14% to 7.65% with maturity dates between November 2021 and December 2026.
(6)In October 2021, the joint venture exercised its option to extend maturity of the Southaven, MS mortgage to April 2023 and paid down the principal balance to $40.1 million. The interest rate remains LIBOR + 1.80%.


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Summary of Our Share of Fixed and Variable Rate Debt
As of September 30, 2021
(dollars in thousands)
  Total Debt %   Our Share of Debt End of Period Effective Interest Rate
Average Years to Maturity (1)
   
Consolidated:
Fixed (2)
96  % $ 1,359,421  3.1  % 6.0 
Variable % 51,344  1.9  % 1.6 
100  % 1,410,765  3.1  % 5.9 
Unconsolidated Joint ventures:
Fixed 59  % $ 97,082  4.4  % 7.5 
Variable 41  % 67,609  1.9  % 1.4 
100  % 164,691  3.4  % 5.0 
Total:
Fixed 92  % $ 1,456,503  3.3  % 6.2 
Variable % 118,953  1.9  % 1.5 
Total share of debt 100  % $ 1,575,456  3.1  % 5.7 
(1)Includes applicable extensions available at our option.
(2)The effective interest rate includes interest rate swap agreements that fix the base LIBOR rate at a weighted average of 0.5% on notional amounts aggregating $300.0 million as follows:
Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate
Interest rate swaps:
July 1, 2019 February 1, 2024 25,000  1 month LIBOR 1.75  %
January 1, 2021 February 1, 2024 150,000  1 month LIBOR 0.60  %
January 1, 2021 February 1, 2024 100,000  1 month LIBOR 0.22  %
March 1, 2021 February 1, 2024 25,000  1 month LIBOR 0.24  %
Total $ 300,000 






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Future Scheduled Principal Payments (dollars in thousands)(1)
As of September 30, 2021
Year Tanger
Consolidated
Payments
Tanger’s Share
of Unconsolidated
JV Payments
Total
Scheduled
Payments
2021 $ 2,981  $ —  $ 2,981 
2022 4,436  35,500  39,936 
2023 56,168  33,281  89,449 
2024 305,140  1,636  306,776 
2025 1,501  1,710  3,211 
2026 355,705  1,788  357,493 
2027 300,000  1,869  301,869 
2028 —  46,944  46,944 
2029 —  984  984 
2030 —  41,538  41,538 
2031 & thereafter 400,000  —  400,000 
  $ 1,425,931  $ 165,250  $ 1,591,181 
Net debt discounts and debt origination costs (15,166) (559) (15,725)
  $ 1,410,765  $ 164,691  $ 1,575,456 
(1)Includes applicable extensions available at our option.


Senior Unsecured Notes Financial Covenants (1)
As of September 30, 2021
  Required Actual
Total Consolidated Debt to Adjusted Total Assets <60% 42  %
Total Secured Debt to Adjusted Total Assets <40% %
Total Unencumbered Assets to Unsecured Debt >150% 229  %
Consolidated Income Available for Debt Service to Annual Debt Service Charge >1.5 4.9 
(1)For a complete listing of all debt covenants related to the Company’s Senior Unsecured Notes, as well as definitions of the above terms, please refer to the Company’s filings with the Securities and Exchange Commission.


Unsecured Lines of Credit & Term Loan Financial Covenants (1)
As of September 30, 2021
  Required Actual
Total Liabilities to Total Adjusted Asset Value <60% 41  %
Secured Indebtedness to Adjusted Unencumbered Asset Value <35% %
EBITDA to Fixed Charges >1.5 4.1 
Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value <60% 35  %
Unencumbered Interest Coverage Ratio >1.5 4.7 
(1)For a complete listing of all debt covenants related to the Company’s Unsecured Lines of Credit & Term Loan, as well as definitions of the above terms, please refer to the Company’s filings with the Securities and Exchange Commission.


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Enterprise Value, Net Debt, Liquidity, Debt Ratios and Credit Ratings (in thousands, except per share data)
  September 30, December 31,
  2021 2020
Enterprise Value:
Market value:
Common shares outstanding 103,984  93,570 
Exchangeable operating partnership units 4,795  4,795 
Total shares 108,779  98,364 
Common share price $ 16.30  $ 9.96 
Total market value (1)
$ 1,773,096  $ 979,710 
Debt:
Senior, unsecured notes $ 1,050,000  $ 1,150,000 
Unsecured term loans 300,000  350,000 
Mortgages payable 75,931  78,743 
Unsecured lines of credit —  — 
Total principal debt 1,425,931  1,578,743 
Less: Net debt discounts (6,613) (2,851)
Less: Debt origination costs (8,553) (8,006)
Total debt 1,410,765  1,567,886 
Total enterprise value $ 3,183,861  $ 2,547,596 
Net Debt:
Total debt $ 1,410,765  $ 1,567,886 
Less: Cash and cash equivalents (143,116) (84,832)
Net debt $ 1,267,649  $ 1,483,054 
Liquidity:
Cash and cash equivalents $ 143,116  $ 84,832 
Unused capacity under unsecured lines of credit (2)
520,000  600,000 
Total liquidity $ 663,116  $ 684,832 
Ratios (3):
Net debt to Adjusted EBITDA (4)
5.3  x 7.1  x
Interest coverage (Adjusted EBITDA / interest expense) (4)
4.3  x 3.3  x
(1)Amounts may not recalculate due to the effect of rounding.
(2)Total capacity reduced to $520 million in July 2021 in conjunction with the amendment and extension of the unsecured lines of credit.
(3)Ratios are presented for the trailing twelve-month period.
(4)Net debt and Adjusted EBITDA are non-GAAP measures. Refer to Non-GAAP Supplemental Measures beginning at page 21 for non-GAAP measure definitions and reconciliations.

Credit Ratings:
Agency Rating Outlook Latest Action
Moody’s Investors Services Baa3 Stable April 14, 2021
Standard & Poor’s Ratings Services BBB- Stable February 19, 2021

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Supplemental Operating and Financial Data for the
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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 FFO (formerly referred to as AFFO) 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 factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use Core FFO when determining incentive compensation.

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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 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 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.








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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, gains and losses on change of control, 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, 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, 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. Net debt is a component of the ratio, Net debt to Adjusted EBITDA ratio, which is defined as Net debt divided by Adjusted EBITDA. We use the Net debt to Adjusted EBITDA ratio 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.

Non-GAAP Pro Rata Balance Sheet and Income Statement Information

The pro rata balance sheet and pro rata income statement information is not, and is not intended to be, a presentation in accordance with GAAP. The pro rata balance sheet and pro rata income statement information reflect our proportionate economic ownership of each asset in our portfolio that we do not wholly own. These assets may be found in the table earlier in this report entitled, “Unconsolidated Joint Venture Information.” The amounts in the column labeled “Pro Rata Portion Unconsolidated Joint Ventures” were derived on a property-by-property basis by applying to each financial statement line item the ownership percentage interest used to arrive at our share of net income or loss during the period when applying the equity method of accounting. A similar calculation was performed for the amounts in the column labeled “Pro Rata Portion Noncontrolling interests.”

We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) quarterly, to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and vary depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been
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repaid, the partners generally would be entitled to any residual cash remaining based on the legal ownership percentage shown in the table found earlier in this report entitled “Unconsolidated Joint Venture Information”.


We provide pro rata balance sheet and income statement information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company’s reported results under GAAP. The presentation of pro rata financial information has limitations as an analytical tool. Some of these limitations include:

The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
Other companies in our industry may calculate their pro rata interest differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, the pro rata balance sheet and income statement information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using the pro rata balance sheet and income statement information only supplementally.


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Reconciliation of Net Income (Loss) to FFO and Core FFO (dollars and shares in thousands)
  Three months ended Nine months ended
  September 30, September 30,
  2021 2020 2021 2020
Net income (loss) $ (11,071) $ 13,719  $ (4,133) $ (38,290)
Adjusted for:
Depreciation and amortization of real estate assets - consolidated 26,367  28,676  81,106  85,534 
Depreciation and amortization of real estate assets - unconsolidated joint ventures 2,908  3,003  8,817  9,038 
Impairment charges - consolidated
—  —  —  45,675 
Impairment charge - unconsolidated joint ventures —  —  —  3,091 
Loss on sale of joint venture property, including foreign currency effect (1)
—  —  3,704  — 
Gain on sale of assets —  (2,324) —  (2,324)
FFO 18,204  43,074  89,494  102,724 
FFO attributable to noncontrolling interests in other consolidated partnerships —  —  —  (190)
Allocation of earnings to participating securities (401) (461) (1,095) (1,153)
FFO available to common shareholders (2)
$ 17,803  $ 42,613  $ 88,399  $ 101,381 
As further adjusted for:
Compensation related to voluntary retirement plan and other executive severance (3)
294  —  2,712  — 
Loss on early extinguishment of debt (4)
33,821  —  47,860  — 
Impact of above adjustments to the allocation of earnings to participating securities (97) —  (225) — 
Core FFO available to common shareholders (2)
$ 51,821  $ 42,613  $ 138,746  $ 101,381 
FFO available to common shareholders per share - diluted (2)
$ 0.16  $ 0.44  $ 0.84  $ 1.04 
Core FFO available to common shareholders per share - diluted (2)
$ 0.47  $ 0.44  $ 1.32  $ 1.04 
 
Weighted Average Shares:
Basic weighted average common shares 103,269  92,649  99,446  92,596 
Diluted weighted average common shares (for earnings per share computations) 103,269  92,649  99,446  92,596 
Effect of notional units 583  —  518  — 
Effect of outstanding options and restricted common shares 753  —  736  — 
Exchangeable operating partnership units 4,795  4,911  4,795  4,911 
Diluted weighted average common shares (for FFO per share computations) (2)
109,400  97,560  105,495  97,507 
(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 nine months ended September 30, 2021, 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, as well as other executive severance costs incurred during the three and nine months ended September 30, 2021.
(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, of which $31.9 million occurred during the third quarter of 2021.
25    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Reconciliation of FFO to FAD (dollars and shares in thousands)
  Three months ended Nine months ended
  September 30, September 30,
  2021 2020 2021 2020
FFO available to common shareholders $ 17,803  $ 42,613  $ 88,399  $ 101,381 
Adjusted for:
Corporate depreciation excluded above 577  1,227  1,720  2,432 
Amortization of finance costs 1,793  996  4,460  2,586 
Amortization of net debt discount 1,083  122  2,031  359 
Amortization of equity-based compensation 2,994  2,347  9,602  9,566 
Straight-line rent adjustments (384) 1,741  1,137  2,418 
Market rent adjustments 126  2,149  151  2,560 
Second generation tenant allowances and lease incentives (1)
2,199  (2,181) (95) (13,719)
Capital improvements (2,611) (2,788) (6,253) (11,980)
Adjustments from unconsolidated joint ventures (666) (358) (1,204) (479)
FAD available to common shareholders (2)
$ 22,914  $ 45,868  $ 99,948  $ 95,124 
Dividends per share $ 0.1775  $   $ 0.5325  $ 0.7125 
FFO payout ratio 111  %   % 63  % 69  %
FAD payout ratio 85  %   % 56  % 73  %
Diluted weighted average common shares (2)
109,400  97,560  105,495  97,507 
(1)In the 2021 periods, second generation tenant allowances are presented net of $3.3 million tenant allowance reversals, which were the result of a lease modification.
(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.

26    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Reconciliation of Net Income (Loss) to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands)
Three months ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Net income (loss) $ (11,071) $ 13,719  $ (4,133) $ (38,290)
Adjusted to exclude:
Equity in (earnings) losses of unconsolidated joint ventures (2,261) 42  (6,758) 1,490 
Interest expense 13,282  15,647  40,982  47,786 
Gain on sale of assets —  (2,324) —  (2,324)
Loss on early extinguishment of debt (1)
33,821  —  47,860  — 
Other (income) expense (253) (161) 2,598  (789)
Impairment charges —  —  —  45,675 
Depreciation and amortization 26,944  29,903  82,826  87,966 
Other non-property expenses 113  704  22  1,162 
Corporate general and administrative expenses 14,951  11,463  47,468  35,759 
Non-cash adjustments (2)
(244) 3,913  1,326  5,032 
Lease termination fees (1,424) (6,323) (2,224) (8,000)
Portfolio NOI 73,858  66,583  209,967  175,467 
Non-same center NOI (3)
(106) (435) (1,751) (1,582)
Same Center NOI $ 73,752  $ 66,148  $ 208,216  $ 173,885 
(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 (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, of which $31.9 million occurred during the third quarter of 2021.
(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)Excluded from Same Center NOI:
Outlet centers sold:
Terrell August 2020
Jeffersonville January 2021

Same Center NOI for the consolidated portfolio (in thousands)
Three months ended Nine months ended
September 30, % September 30, %
2021 2020 Change 2021 2020 Change
Same Center Revenues:
Rental revenues $ 105,396  $ 96,201  9.6  % $ 299,772  $ 262,237  14.3  %
Other revenues 3,301  1,908  73.0  % 8,702  4,831  80.1  %
Total same center revenues 108,697  98,109  10.8  % 308,474  267,068  15.5  %
Same Center Expenses:
Property operating 34,938  31,956  9.3  % 100,209  93,160  7.6  %
General and administrative 40.0  % 49  23  113.0  %
Total same center expenses 34,945  31,961  9.3  % 100,258  93,183  7.6  %
Same Center NOI $ 73,752  $ 66,148  11.5  % $ 208,216  $ 173,885  19.7  %

27    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
tangeroutlet-small93015a06.jpg





Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands)
Three months ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Net income (loss) $ (11,071) $ 13,719  $ (4,133) $ (38,290)
Adjusted to exclude:
Interest expense 13,282  15,647  40,982  47,786 
Depreciation and amortization 26,944  29,903  82,826  87,966 
Impairment charges - consolidated —  —  —  45,675 
Impairment charge - unconsolidated joint ventures —  —  —  3,091 
Loss on sale of joint venture property, including foreign currency effect (1)
—  —  3,704  — 
Gain on sale of assets —  (2,324) —  (2,324)
Compensation related to voluntary retirement plan and other executive severance (2)
294  —  2,712  — 
Loss on early extinguishment of debt (3)
33,821  —  47,860  — 
Adjusted EBITDA $ 63,270  $ 56,945  $ 173,951  $ 143,904 

Twelve months ended
September 30, December 31,
2021 2020
Net loss $ (3,856) $ (38,013)
Adjusted to exclude:
Interest expense 56,338  63,142 
Depreciation and amortization 112,003  117,143 
Impairment charges - consolidated 21,551  67,226 
Impairment charge - unconsolidated joint ventures —  3,091 
Loss on sale of joint venture property, including foreign currency effect (1)
3,704  — 
Gain on sale of assets —  (2,324)
Compensation related to voluntary retirement plan and other executive severance (2)
3,285  573 
Gain on sale of outparcel - unconsolidated joint ventures (992) (992)
Loss on early extinguishment of debt (3)
47,860  — 
Adjusted EBITDA $ 239,893  $ 209,846 
(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 nine and twelve months ended September 30, 2021 and the twelve months ended December 31, 2020, 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. For 2021 periods, also includes other executive severance costs incurred during the three and nine months ended September 30, 2021.
(3)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, of which $31.9 million occurred during the third quarter of 2021.


28    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
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Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre (in thousands)
Three months ended Nine months ended
September 30, September 30,
2021 2020 2021 2020
Net income (loss) $ (11,071) $ 13,719  $ (4,133) $ (38,290)
Adjusted to exclude:
Interest expense 13,282  15,647  40,982  47,786 
Depreciation and amortization 26,944  29,903  82,826  87,966 
Impairment charges - consolidated
—  —  —  45,675 
Impairment charge - unconsolidated joint ventures —  —  —  3,091 
Loss on sale of joint venture property, including foreign currency effect (1)
—  —  3,704  — 
Gain on sale of assets —  (2,324) —  (2,324)
Pro-rata share of interest expense - unconsolidated joint ventures 1,457  1,512  4,384  4,995 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures
2,907  3,003  8,817  9,038 
EBITDAre $ 33,519  $ 61,460  $ 136,580  $ 157,937 
Compensation related to voluntary retirement plan and other executive severance (2)
294  —  2,712  — 
Loss on early extinguishment of debt (3)
33,821  —  47,860  — 
Adjusted EBITDAre $ 67,634  $ 61,460  $ 187,152  $ 157,937 































29    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
tangeroutlet-small93015a06.jpg





Reconciliation of Net Income (Loss) to EBITDAre and Adjusted EBITDAre (in thousands) - continued
Twelve months ended
September 30, December 31,
2021 2020
Net loss $ (3,856) $ (38,013)
Adjusted to exclude:
Interest expense 56,338  63,142 
Depreciation and amortization 112,003  117,143 
Impairment charges - consolidated 21,551  67,226 
Impairment charge - unconsolidated joint ventures —  3,091 
Loss on sale of joint venture property, including foreign currency effect (1)
3,704  — 
Gain on sale of assets —  (2,324)
Pro-rata share of interest expense - unconsolidated joint ventures 5,934  6,545 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures 11,803  12,024 
EBITDAre $ 207,477  $ 228,834 
Compensation related to voluntary retirement plan and other executive severance (2)
3,285  573 
Gain on sale of outparcel - unconsolidated joint ventures (992) (992)
Loss on early extinguishment of debt (3)
47,860  — 
Adjusted EBITDAre $ 257,630  $ 228,415 
(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 nine and twelve months ended September 30, 2021 and the twelve months ended December 31, 2020, 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. For 2021 periods, also includes other executive severance costs incurred during the three and nine months ended September 30, 2021.
(3)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, of which $31.9 million occurred during the third quarter of 2021.

Reconciliation of Total debt to Net debt (in thousands)
  September 30, December 31,
  2021 2020
Total debt $ 1,410,765  $ 1,567,886 
Less: Cash and cash equivalents (143,116) (84,832)
Net debt $ 1,267,649  $ 1,483,054 
30    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
tangeroutlet-small93015a06.jpg





Non-GAAP Pro Rata Balance Sheet Information as of September 30, 2021 (in thousands)

Non-GAAP
 
Pro Rata Portion Unconsolidated Joint Ventures (1)
Assets  
Rental property:
Land $ 41,557 
Buildings, improvements and fixtures 233,335 
Construction in progress 424 
275,316 
Accumulated depreciation (80,450)
Total rental property, net 194,866 
Cash and cash equivalents 7,880 
Deferred lease costs and other intangibles, net 1,893 
Prepaids and other assets 8,126 
Total assets $ 212,765 
Liabilities and Owners’ Equity
Liabilities
Mortgages payable, net $ 164,691 
Accounts payable and accruals 6,730 
Total liabilities 171,421 
Owners’ equity 41,344 
Total liabilities and owners’ equity $ 212,765 
(1)The carrying value of our investments in unconsolidated joint ventures as reported in our Consolidated Balance Sheet differs from our pro rata share of the net assets shown above due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis totaled $3.4 million as of September 30, 2021 and are being amortized over the various useful lives of the related assets.

31    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
tangeroutlet-small93015a06.jpg





Non-GAAP Pro Rata Statement of Operations Information for the nine months ended September 30, 2021 (in thousands)
Non-GAAP Pro Rata Portion
  Noncontrolling Interests Unconsolidated Joint Ventures
Revenues:
Rental revenues
$ —  $ 32,111 
Other revenues —  721 
Total revenues   32,832 
Expense:
Property operating —  12,798 
General and administrative —  87 
Depreciation and amortization —  8,817 
Total expenses   21,702 
Other income (expense):
Interest expense —  4,384 
Loss on sale of assets (66)
Other income (expenses) —  78 
Total other income (expense)   4,396 
Net income $   $ 6,758 

The table below provides details of the components included in our share of rental revenues for the nine months ended September 30, 2021 (in thousands)
Non-GAAP Pro Rata Portion
  Noncontrolling Interests Unconsolidated Joint Ventures
Rental revenues:
Base rentals
$ —  $ 18,465 
Percentage rentals —  2,260 
Tenant expense reimbursements —  10,974 
Lease termination fees —  996 
Market rent adjustments —  (74)
Straight-line rent adjustments —  (501)
Uncollectible tenant revenues —  (9)
Rental revenues $   $ 32,111 


32    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
tangeroutlet-small93015a06.jpg





Investor Information
Tanger Outlet Centers welcomes any questions or comments from shareholders, analysts, investment managers, media and prospective investors. Please address all inquiries to our Investor Relations Department.
Tanger Factory Outlet Centers, Inc.
Investor Relations
Phone: (336) 834-6892
Fax: (336) 297-0931
e-mail: tangerir@tangeroutlet.com
Mail: Tanger Factory Outlet Centers, Inc.
  3200 Northline Avenue
  Suite 360
  Greensboro, NC 27408

33    
Supplemental Operating and Financial Data for the
Quarter Ended 9/30/2021
tangeroutlet-small93015a06.jpg