SKT 10Q 9/30/14

Tanger Factory Outlet Centers, Inc.

x Large accelerated filer

o Accelerated filer

o Non-accelerated filer

o Smaller reporting company

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



	x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014



	o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 1-11986 (Tanger Factory Outlet Centers, Inc.)

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

TANGER FACTORY OUTLET CENTERS, INC.

TANGER PROPERTIES LIMITED PARTNERSHIP

(Exact name of Registrant as specified in its charter)



North Carolina (Tanger Factory Outlet Centers, Inc.)	56-1815473
North Carolina (Tanger Properties Limited Partnership)	56-1822494
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)

(336) 292-3010
(Registrant's telephone number)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Tanger Factory Outlet Centers, Inc.	Yes x No o
Tanger Properties Limited Partnership	Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Tanger Factory Outlet Centers, Inc.	Yes x No o
Tanger Properties Limited Partnership	Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer: and “smaller reporting company” (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934).

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



Tanger Factory Outlet Centers, Inc.	Yes o No x
Tanger Properties Limited Partnership	Yes o No x

As of October 30, 2014, there were 95,898,445 common shares of Tanger Factory Outlet Centers, Inc. outstanding, $.01 par value.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2014 of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. Unless the context indicates otherwise, the term, Company, refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term, Operating Partnership, refers to Tanger Properties Limited Partnership and subsidiaries. The terms "we", "our" and "us" refer to the Company or the Company and the Operating Partnership together, as the text requires.

Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States. The Company is a fully-integrated, self-administered and self-managed real estate investment trust ("REIT") which, through its controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. The outlet centers and other assets are held by, and all of the operations are conducted by, the Operating Partnership and its subsidiaries. Accordingly, the descriptions of the business, employees and properties of the Company are also descriptions of the business, employees and properties of the Operating Partnership.

The Company owns the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP Trust controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest. As of September 30, 2014, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 95,898,445 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 5,101,681 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.

Management operates the Company and the Operating Partnership as one enterprise. The management of the Company consists of the same members as the management of the Operating Partnership. These individuals are officers of the Company and employees of the Operating Partnership. The individuals that comprise the Company's Board of Directors are also the same individuals that make up the Tanger GP Trust's Board of Trustees.

We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:


•	enhancing investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;


•	eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and


•	creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.

There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this report. We believe it is important, however to understand these differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated consolidated company. As stated above, the Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership through its wholly-owned subsidiaries, the Tanger GP Trust and Tanger LP Trust. As a result, the Company does not conduct business itself, other than issuing public equity from time to time and incurring expenses required to operate as a public company. However, all operating expenses incurred by the Company are reimbursed by the Operating Partnership, thus the only material item on the Company's income statement is its equity in the earnings of the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. The Company itself does not hold any indebtedness but does guarantee certain debt of the Operating Partnership, as disclosed in this report. The Operating Partnership holds all of the outlet centers and other assets, including the ownership interests in consolidated and unconsolidated joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by the Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required through its operations, its incurrence of indebtedness or through the issuance of partnership units.

Noncontrolling interests, shareholder's equity and partners' capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership held by the Non-Company LPs are accounted for as partners' capital in the Operating Partnership's financial statements and as noncontrolling interests in the Company's financial statements.

To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections for each of the Company and the Operating Partnership:


•	Consolidated financial statements;


•	The following notes to the consolidated financial statements:


•	Debt of the Company and the Operating Partnership;


•	Shareholders' Equity and Partners' Equity;


•	Earnings Per Share and Earnings Per Unit;


•	Accumulated Other Comprehensive Income of the Company and the Operating Partnership


•	Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.

This report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

The separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Company operates the business through the Operating Partnership.

As the 100% owner of Tanger GP Trust, the general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

TANGER FACTORY OUTLET CENTERS, INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP

Index



	Page Number
Part I. Financial Information
Item 1.
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC. (Unaudited)
Consolidated Balance Sheets - as of September 30, 2014 and December 31, 2013	5
Consolidated Statements of Operations - for the three and nine months ended September 30, 2014 and 2013	6
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2014 and 2013	7
Consolidated Statements of Shareholders' Equity - for the nine months ended September 30, 2014 and 2013	8
Consolidated Statements of Cash Flows - for the nine months ended September 30, 2014 and 2013	10

FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited)
Consolidated Balance Sheets - as of September 30, 2014 and December 31, 2013	11
Consolidated Statements of Operations - for the three and nine months ended September 30, 2014 and 2013	12
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2014 and 2013	13
Consolidated Statements of Equity - for the nine months ended September 30, 2014 and 2013	14
Consolidated Statements of Cash Flows - for the nine months ended September 30, 2014 and 2013	15

Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership	16

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	33

Item 3. Quantitative and Qualitative Disclosures about Market Risk	57

Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)	58

Part II. Other Information

Item 1. Legal Proceedings	59

Item 1A. Risk Factors	59

Item 4. Mine Safety Disclosure	59

Item 6. Exhibits	60

Signatures	61

PART I. - FINANCIAL INFORMATION

Item 1 - Financial Statements of Tanger Factory Outlet Centers, Inc.

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, unaudited)



	September 30, 2014			December 31, 2013
ASSETS
Rental property
Land	$	230,415		$	230,415
Buildings, improvements and fixtures	2,043,583			2,009,971
Construction in progress	75,000			9,433
	2,348,998			2,249,819
Accumulated depreciation	(708,515		)	(654,631		)
Total rental property, net	1,640,483			1,595,188
Cash and cash equivalents	10,824			15,241
Investments in unconsolidated joint ventures	249,659			140,214
Deferred lease costs and other intangibles, net	146,642			163,581
Deferred debt origination costs, net	9,794			10,818
Prepaids and other assets	82,715			81,414
Total assets	$	2,140,117		$	2,006,456
LIABILITIES AND EQUITY
Liabilities
Debt
Senior, unsecured notes (net of discount of $5,271 and $5,752, respectively)	$	794,729		$	794,248
Unsecured term loans (net of discount of $281 and $396, respectively)	267,219			267,104
Mortgages payable (including premiums of $3,224 and $3,799, respectively)	247,240			250,497
Unsecured lines of credit	139,800			16,200
Total debt	1,448,988			1,328,049
Construction trade payables	23,216			9,776
Accounts payable and accrued expenses	56,011			49,686
Deferred financing obligation	28,388			28,388
Other liabilities	29,300			32,962
Total liabilities	1,585,903			1,448,861
Commitments and contingencies	—			—
Equity
Tanger Factory Outlet Centers, Inc.
Common shares, $.01 par value, 300,000,000 shares authorized, 95,898,445 and 94,505,685 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively	959			945
Paid in capital	801,363			788,984
Accumulated distributions in excess of net income	(276,218		)	(265,242		)
Accumulated other comprehensive loss	(7,382		)	(2,428		)
Equity attributable to Tanger Factory Outlet Centers, Inc.	518,722			522,259
Equity attributable to noncontrolling interests
Noncontrolling interests in Operating Partnership	27,595			28,432
Noncontrolling interests in other consolidated partnerships	7,897			6,904
Total equity	554,214			557,595
Total liabilities and equity	$	2,140,117		$	2,006,456

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data, unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Revenues
Base rentals	$	69,612		$	64,301		$	204,748		$	184,591
Percentage rentals	2,634			3,084			6,632			6,956
Expense reimbursements	29,463			27,414			90,457			78,544
Other income	3,588			3,104			8,578			7,516
Total revenues	105,297			97,903			310,415			277,607
Expenses
Property operating	32,798			29,863			102,454			86,819
General and administrative	11,334			9,754			32,817			29,240
Acquisition costs	—			532			7			963
Abandoned pre-development costs	—			—			1,596			—
Depreciation and amortization	25,774			24,223			77,034			68,683
Total expenses	69,906			64,372			213,908			185,705
Operating income	35,391			33,531			96,507			91,902
Interest expense	(13,902		)	(12,367		)	(43,404		)	(37,826		)
Casualty gain	329			—			329			—
Gain on previously held interest in acquired joint venture	—			26,002			—			26,002
Income before equity in earnings of unconsolidated joint ventures	21,818			47,166			53,432			80,078
Equity in earnings of unconsolidated joint ventures	2,479			9,014			6,200			10,107
Net income	24,297			56,180			59,632			90,185
Noncontrolling interests in Operating Partnership	(1,252		)	(2,787		)	(3,083		)	(4,435		)
Noncontrolling interests in other consolidated partnerships	(42		)	(99		)	(80		)	(129		)
Net income attributable to Tanger Factory Outlet Centers, Inc.	$	23,003		$	53,294		$	56,469		$	85,621

Basic earnings per common share
Net income	$	0.24		$	0.56		$	0.59		$	0.91
Diluted earnings per common share
Net income	$	0.24		$	0.56		$	0.59		$	0.90

Dividends paid per common share	$	0.240		$	0.225		$	0.705		$	0.660

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)



	Three months ended						Nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
Net income	$	24,297		$	56,180		$	59,632		$	90,185
Other comprehensive loss
Reclassification adjustments for amounts recognized in net income	(99		)	(94		)	(293		)	(147		)
Foreign currency translation adjustments	(5,194		)	(79		)	(4,546		)	124
Change in fair value of cash flow hedges	952			—			(386		)	—
Other comprehensive loss	(4,341		)	(173		)	(5,225		)	(23		)
Comprehensive income	19,956			56,007			54,407			90,162
Comprehensive income attributable to noncontrolling interests	(1,070		)	(2,877		)	(2,892		)	(4,562		)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.	$	18,886		$	53,130		$	51,515		$	85,600

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands, except share and per share data, unaudited)



	Common shares		Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive income			Total Tanger Factory Outlet Centers, Inc. equity			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total equity
Balance, December 31, 2012	$	941	$	766,056		$	(285,588	)	$	1,200		$	482,609		$	24,432		$	6,834		$	513,875
Net income	—		—			85,621			—			85,621			4,435			129			90,185
Other comprehensive loss	—		—			—			(21		)	(21		)	(2		)	—			(23		)
Compensation under Incentive Award Plan	—		8,614			—			—			8,614			—			—			8,614
Issuance of 17,600 common shares upon exercise of options	—		332			—			—			332			—			—			332
Issuance of 450,576 Operating Partnership limited partner units	—		—			—			—			—			13,981			—			13,981
Issuance of 337,373 restricted shares, net of forfeitures	3		(3		)	—			—			—			—			—			—
Adjustment for noncontrolling interests in Operating Partnership	—		11,095			—			—			11,095			(11,095		)	—			—
Adjustment for noncontrolling interests in other consolidated partnerships	—		(578		)	—			—			(578		)	—			578			—
Acquisition of noncontrolling interests in other consolidated partnerships	—		—			—			—			—			—			(525		)	(525		)
Exchange of 67,428 Operating Partnership units for 67,428 common shares	1		(1		)	—			—			—			—			—			—
Common dividends ($0.66 per share)	—		—			(62,206		)	—			(62,206		)	—			—			(62,206		)
Distributions to noncontrolling interests	—		—			—			—			—			(3,136		)	(140		)	(3,276		)
Balance, September 30, 2013	$	945	$	785,515		$	(262,173	)	$	1,179		$	525,466		$	28,615		$	6,876		$	560,957





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



TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands, except share and per share data, unaudited)
	Common shares		Paid in capital			Accumulated distributions in excess of earnings			Accumulated other comprehensive income			Total Tanger Factory Outlet Centers, Inc. equity			Noncontrolling interests in Operating Partnership			Noncontrolling interests in other consolidated partnerships			Total equity
Balance, December 31, 2013	$	945	$	788,984		$	(265,242	)	$	(2,428	)	$	522,259		$	28,432		$	6,904		$	557,595
Net income	—		—			56,469			—			56,469			3,083			80			59,632
Other comprehensive loss	—		—			—			(4,954		)	(4,954		)	(271		)	—			(5,225		)
Compensation under Incentive Award Plan	—		11,458			—			—			11,458			—			—			11,458
Issuance of 46,700 common shares upon exercise of options	—		895			—			—			895			—			—			895
Issuance of 1,302,729 restricted common shares, net of forfeitures	13		(13		)	—			—			—			—			—			—
Adjustment for noncontrolling interests in Operating Partnership	—		37			—			—			37			(37		)	—			—
Adjustment for noncontrolling interests in other consolidated partnerships	—		3			—			—			3			—			1,001			1,004
Exchange of 43,331 Operating Partnership units for 43,331 common shares	1		(1		)	—			—			—			—			—			—
Common dividends ($.705 per share)	—		—			(67,445		)	—			(67,445		)	—			—			(67,445		)
Distributions to noncontrolling interests	—		—			—			—			—			(3,612		)	(88		)	(3,700		)
Balance, September 30, 2014	$	959	$	801,363		$	(276,218	)	$	(7,382	)	$	518,722		$	27,595		$	7,897		$	554,214

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

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)



	Nine months ended
	September 30,
	2014			2013
OPERATING ACTIVITIES
Net income	$	59,632		$	90,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	77,034			68,683
Amortization of deferred financing costs	1,654			1,795
Abandoned pre-development costs	1,596			—
Casualty gain	(329		)	—
Gain on previously held interest in acquired joint venture	—			(26,002		)
Equity in earnings of unconsolidated joint ventures	(6,200		)	(10,107		)
Distributions of cumulative earnings from unconsolidated joint ventures	4,166			4,415
Share-based compensation expense	10,933			8,363
Amortization of debt (premiums) and discounts, net	(273		)	(767		)
Net amortization (accretion) of market rent rate adjustments	2,250			389
Straight-line rent adjustments	(5,027		)	(4,068		)
Changes in other assets and liabilities:
Other assets	(1,784		)	236
Accounts payable and accrued expenses	4,854			3,857
Net cash provided by operating activities	148,506			136,979
INVESTING ACTIVITIES
Additions to rental property	(92,500		)	(40,578		)
Acquisition of interest in unconsolidated joint venture, net of cash acquired	—			(11,271		)
Additions to investments in and notes receivable from unconsolidated joint ventures	(114,476		)	(140,373		)
Proceeds from insurance reimbursements	1,784			—
Additions to non-real estate assets	(933		)	(7,768		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	5,374			45,891
Additions to deferred lease costs	(4,109		)	(3,381		)
Net cash used in investing activities	(204,860		)	(157,480		)
FINANCING ACTIVITIES
Cash dividends paid	(67,445		)	(62,206		)
Distributions to noncontrolling interests in Operating Partnership	(3,612		)	(3,136		)
Proceeds from debt issuances	410,300			500,003
Repayments of debt	(289,381		)	(413,806		)
Acquisition of noncontrolling interests in other consolidated partnerships	—			(525		)
Distributions to noncontrolling interests in other consolidated partnerships	(88		)	(67		)
Proceeds from tax increment financing	2,246			—
Additions to deferred financing costs	(778		)	(37		)
Proceeds from exercise of options	895			332
Net cash provided by financing activities	52,137			20,558
Effect of foreign currency rate changes on cash and cash equivalents	(200		)	90
Net increase (decrease) in cash and cash equivalents	(4,417		)	147
Cash and cash equivalents, beginning of period	15,241			10,335
Cash and cash equivalents, end of period	$	10,824		$	10,482

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

Item 1 - Financial Statements of Tanger Properties Limited Partnership

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)



	September 30, 2014			December 31, 2013
ASSETS
Rental property
Land	$	230,415		$	230,415
Buildings, improvements and fixtures	2,043,583			2,009,971
Construction in progress	75,000			9,433
	2,348,998			2,249,819
Accumulated depreciation	(708,515		)	(654,631		)
Total rental property, net	1,640,483			1,595,188
Cash and cash equivalents	10,816			14,984
Investments in unconsolidated joint ventures	249,659			140,214
Deferred lease costs and other intangibles, net	146,642			163,581
Deferred debt origination costs, net	9,794			10,818
Prepaids and other assets	82,121			81,165
Total assets	$	2,139,515		$	2,005,950
LIABILITIES AND EQUITY
Liabilities
Debt
Senior, unsecured notes (net of discount of $5,271 and $5,752, respectively)	$	794,729		$	794,248
Unsecured term loans (net of discount of $281 and $396, respectively)	267,219			267,104
Mortgages payable (including premiums of $3,224 and $3,799, respectively)	247,240			250,497
Unsecured lines of credit	139,800			16,200
Total debt	1,448,988			1,328,049
Construction trade payables	23,216			9,776
Accounts payable and accrued expenses	55,409			49,180
Deferred financing obligation	28,388			28,388
Other liabilities	29,300			32,962
Total liabilities	1,585,301			1,448,355
Commitments and contingencies	—			—
Equity
Partners' Equity
General partner, 1,000,000 units outstanding at September 30, 2014 and December 31, 2013	4,883			4,988
Limited partners, 5,101,681 and 5,145,012 Class A units and 94,898,445 and 93,505,685 Class B units outstanding at September 30,2014 and December 31, 2013, respectively	549,380			548,424
Accumulated other comprehensive loss	(7,946		)	(2,721		)
Total partners' equity	546,317			550,691
Noncontrolling interests in consolidated partnerships	7,897			6,904
Total equity	554,214			557,595
Total liabilities and equity	$	2,139,515		$	2,005,950

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

TANGER PROPERITES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data, unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
Revenues
Base rentals	$	69,612		$	64,301		$	204,748		$	184,591
Percentage rentals	2,634			3,084			6,632			6,956
Expense reimbursements	29,463			27,414			90,457			78,544
Other income	3,588			3,104			8,578			7,516
Total revenues	105,297			97,903			310,415			277,607
Expenses
Property operating	32,798			29,863			102,454			86,819
General and administrative	11,334			9,754			32,817			29,240
Acquisition costs	—			532			7			963
Abandoned pre-development costs	—			—			1,596			—
Depreciation and amortization	25,774			24,223			77,034			68,683
Total expenses	69,906			64,372			213,908			185,705
Operating income	35,391			33,531			96,507			91,902
Interest expense	(13,902		)	(12,367		)	(43,404		)	(37,826		)
Casualty gain	329			—			329			—
Gain on previously held interest in acquired joint venture	—			26,002			—			26,002
Income before equity in earnings of unconsolidated joint ventures	21,818			47,166			53,432			80,078
Equity in earnings of unconsolidated joint ventures	2,479			9,014			6,200			10,107
Net income	24,297			56,180			59,632			90,185
Noncontrolling interests in consolidated partnerships	(42		)	(99		)	(80		)	(129		)
Net income available to partners	24,255			56,081			59,552			90,056
Net income available to limited partners	24,012			55,510			58,952			89,138
Net income available to general partner	$	243		$	571		$	600		$	918

Basic earnings per common unit:
Net income	$	0.24		$	0.56		$	0.59		$	0.91
Diluted earnings per common unit:
Net income	$	0.24		$	0.56		$	0.59		$	0.90

Distribution paid per common unit	$	0.240		$	0.225		$	0.705		$	0.660

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

TANGER PROPERITES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)



	Three months ended						Nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
Net income	$	24,297		$	56,180		$	59,632		$	90,185
Other comprehensive loss
Reclassification adjustments for amounts recognized in net income	(99		)	(94		)	(293		)	(147		)
Foreign currency translation adjustments	(5,194		)	(79		)	(4,546		)	124
Changes in fair value of cash flow hedges	952			—			(386		)	—
Other comprehensive loss	(4,341		)	(173		)	(5,225		)	(23		)
Comprehensive income	19,956			56,007			54,407			90,162
Comprehensive income attributable to noncontrolling interests in consolidated partnerships	(42		)	(99		)	(80		)	(129		)
Comprehensive income attributable to the Operating Partnership	$	19,914		$	55,908		$	54,327		$	90,033

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

TANGER PROPERITES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except unit and per unit data, unaudited)



	General partner			Limited partners			Accumulated other comprehensive income (loss)			Total partners' equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, December 31, 2012	$	4,720		$	501,214		$	1,107		$	507,041		$	6,834		$	513,875
Net income	918			89,138			—			90,056			129			90,185
Other comprehensive loss	—			—			(23		)	(23		)	—			(23		)
Compensation under Incentive Award Plan	—			8,614			—			8,614			—			8,614
Issuance of 17,600 common units upon exercise of options	—			332			—			332			—			332
Issuance of 450,576 limited partnership units	—			13,981			—			13,981			—			13,981
Issuance of 332,373 restricted units, net of forfeitures	—			—			—			—			—			—
Adjustments for noncontrolling interests in consolidated partnerships	—			(578		)	—			(578		)	578			—
Acquisition of noncontrolling interests in consolidated partnerships	—			—			—			—			(525		)	(525		)
Common distributions ($.66 per common unit)	(660		)	(64,682		)	—			(65,342		)	—			(65,342		)
Distributions to noncontrolling interests	—			—			—			—			(140		)	(140		)
Balance, September 30, 2013	$	4,978		$	548,019		$	1,084		$	554,081		$	6,876		$	560,957

	General partner			Limited partners			Accumulated other comprehensive income (loss)			Total partners' equity			Noncontrolling interests in consolidated partnerships			Total equity
Balance, December 31, 2013	$	4,988		$	548,424		$	(2,721	)	$	550,691		$	6,904		$	557,595
Net income	600			58,952			—			59,552			80			59,632
Other comprehensive loss	—			—			(5,225		)	(5,225		)	—			(5,225		)
Compensation under Incentive Award Plan	—			11,458			—			11,458			—			11,458
Issuance of 46,700 common units upon exercise of options	—			895			—			895			—			895
Issuance of 1,302,729 restricted common units, net of forfeitures	—			—			—			—			—			—
Adjustment for noncontrolling interests in other consolidated partnerships	—			3			—			3			1,001			1,004
Common distributions ($.705 per common unit)	(705		)	(70,352		)	—			(71,057		)	—			(71,057		)
Distributions to noncontrolling interests	—			—			—			—			$	(88	)	(88		)
Balance, September 30, 2014	$	4,883		$	549,380		$	(7,946	)	$	546,317		$	7,897		$	554,214

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

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)



	Nine months ended
	September 30,
	2014			2013
OPERATING ACTIVITIES
Net income	$	59,632		$	90,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	77,034			68,683
Amortization of deferred financing costs	1,654			1,795
Abandoned pre-development costs	1,596			—
Casualty gain	(329		)	—
Gain on previously held interest in acquired joint venture	—			(26,002		)
Equity in earnings of unconsolidated joint ventures	(6,200		)	(10,107		)
Distributions of cumulative earnings from unconsolidated joint ventures	4,166			4,415
Equity-based compensation expense	10,933			8,363
Amortization of debt (premiums) and discounts, net	(273		)	(767		)
Net amortization (accretion) of market rent rate adjustments	2,250			389
Straight-line rent adjustments	(5,027		)	(4,068		)
Changes in other assets and liabilities:
Other assets	(1,439		)	214
Accounts payable and accrued expenses	4,758			3,895
Net cash provided by operating activities	148,755			136,995
INVESTING ACTIVITIES
Additions to rental property	(92,500		)	(40,578		)
Acquisition of interest in unconsolidated joint venture, net of cash acquired	—			(11,271		)
Additions to investments in and notes receivable from unconsolidated joint ventures	(114,476		)	(140,373		)
Proceeds from insurance reimbursements	1,784			—
Additions to non-real estate assets	(933		)	(7,768		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	5,374			45,891
Additions to deferred lease costs	(4,109		)	(3,381		)
Net cash used in investing activities	(204,860		)	(157,480		)
FINANCING ACTIVITIES
Cash distributions paid	(71,057		)	(65,342		)
Proceeds from debt issuances	410,300			500,003
Repayments of debt	(289,381		)	(413,806		)
Acquisition of noncontrolling interests in other consolidated partnerships	—			(525		)
Distributions to noncontrolling interests in consolidated partnerships	(88		)	(67		)
Proceeds from tax increment financing	2,246			—
Additions to deferred financing costs	(778		)	(37		)
Proceeds from exercise of options	895			332
Net cash provided by financing activities	52,137			20,558
Effect of foreign currency on cash and cash equivalents	(200		)	90
Net increase (decrease) in cash and cash equivalents	(4,168		)	163
Cash and cash equivalents, beginning of period	14,984			10,295
Cash and cash equivalents, end of period	$	10,816		$	10,458

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

TANGER FACTORY OUTLET CENTERS INC. AND SUBSIDIARIES

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIAIRES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business

Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States. We are a fully-integrated, self-administered and self-managed real estate investment trust ("REIT") which, through our controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. As of September 30, 2014, we owned and operated 37 outlet centers, with a total gross leasable area of approximately 11.6 million square feet. We also had partial ownership interests in 8 outlet centers totaling approximately 2.1 million square feet, including 3 outlet centers in Canada.

Our outlet centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and subsidiaries. Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership. Unless the context indicates otherwise, the term, "Company", refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term, "Operating Partnership", refers to Tanger Properties Limited Partnership and subsidiaries. The terms "we", "our" and "us" refer to the Company or the Company and the Operating Partnership together, as the text requires.

2. Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America and should be read in conjunction with the consolidated financial statements and notes thereto of the Company's and the Operating Partnership's combined Annual Report on Form 10-K for the year ended December 31, 2013. The December 31, 2013 balance sheet data in this Form 10-Q was derived from audited financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the SEC's rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.

Investments in real estate joint ventures that we do not control are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income (loss), cash contributions, distributions and other adjustments required under the equity method of accounting. These investments are evaluated for impairment when necessary. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities. For joint ventures that are determined to be variable interest entities, we consolidate the entity where we are deemed to be the primary beneficiary.

We evaluate our real estate joint ventures in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC"). As a result of our qualitative assessment, we concluded that our Westgate and Savannah joint ventures are Variable Interest Entities ("VIE") and all of our other joint ventures are not a VIE. Westgate and Savannah are each considered a VIE because the voting rights are disproportionate to the economic interests.

After making the determination that Westgate and Savannah are VIEs, we performed an assessment to determine if we would be considered the primary beneficiary and thus be required to consolidate the balance sheets and results of operations. This assessment was based upon whether we had the following:


a.	The power to direct the activities of the VIE that most significantly impact the entity's economic performance


b.	The obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE

The operating, development, leasing, and management agreements of Westgate and Savannah provide that the activities that most significantly impact the economic performance of the ventures require unanimous consent. Accordingly, we determined that we do not have the power to direct the significant activities that affect the economic performance of the ventures and therefore, have applied the equity method of accounting. Our investment in Westgate was approximately $14.8 million and in Savannah was approximately $46.1 million as of September 30, 2014. We are unable to estimate our maximum exposure to loss at this time because our guarantees are limited and based on the future operating performance of Westgate and Savannah.

"Noncontrolling interests in the Operating Partnership" reflects the Non-Company LP's percentage ownership of the Operating Partnership's units. "Noncontrolling interests in other consolidated partnerships" consist of outside equity interests in partnerships not wholly owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income is allocated to the noncontrolling interests based on their respective ownership interest.

3. Acquisition of Rental Property

In October 2003, we and two other owners each having a 33.3% ownership interest, established a joint venture to develop and own a shopping center in Deer Park, New York ("Deer Park"). In August 2013, Deer Park successfully negotiated new financing of the debt obligations for the previous mortgage and mezzanine loans totaling approximately $238.5 million, with a $150.0 million mortgage loan. The new five year mortgage loan bears interest at a 150 basis point spread over LIBOR. The previous mortgage and mezzanine loans were in default, and as part of the refinancing, all default interest associated with the loans was waived. Utilizing funding from our existing unsecured lines of credit, we loaned approximately $89.5 million at a rate of LIBOR plus 3.25% and due on August 30, 2020 to Deer Park representing the remaining amount necessary to repay the previous mortgage and mezzanine loans.

Subsequent to the debt extinguishment, we acquired an additional one-third interest in the Deer Park property from one of the other owners, bringing our total ownership to a two-thirds interest, for total consideration of approximately $27.9 million, including $13.9 million in cash and 450,576 in Class A common limited partnership units of Tanger Properties Limited Partnership, which are exchangeable for an equivalent number of the Company's common shares. This transaction was accounted for as a business combination resulting in the assets acquired and liabilities assumed being recorded at fair value as a result of the step acquisition. The fair value of the net assets acquired totaled $83.8 million, consisting of $319.4 million in rental property and lease related intangibles, $2.3 million in other identifiable assets and liabilities, and $237.9 million in debt. Upon acquiring an additional one-third interest, we determined, based on the acquisition agreement and other transaction documents which amended our rights with respect to the property and our obligations with respect to the additional one-third interest, that we control the property assets and direct the property’s significant activities and therefore, consolidate the property’s assets and liabilities as of August 30, 2013.

Following the acquisition, we and the remaining owner restructured certain aspects of our ownership of the property, whereby we receive substantially all of the economics generated by the property and have substantial control over the property's financial activities. Under the new structure, we serve as property manager and control the management, leasing, marketing and other operations of the property. In addition, we and the remaining owner have entered into an agreement whereby they may require us to acquire their ownership interest in the property on the second anniversary of the acquisition date for a price of $28.4 million, and we have the option to acquire their ownership interest on the fourth anniversary of the acquisition date at the same price. Due to the remaining owner's ability to require us to purchase their interest, we have recorded an obligation to redeem their interest at the redemption price as a deferred financing obligation in the other liabilities section of the consolidated balance sheet.

4. New Developments of Consolidated Outlet Centers

Foxwoods, Connecticut

In September 2013, we broke ground at Foxwoods Resort Casino in Mashantucket, Connecticut on Tanger Outlets at Foxwoods. We own a two-thirds controlling interest in the joint venture, which is consolidated for financial reporting purposes. To date, we have contributed approximately $45.8 million to the project for construction and development activities. The approximately 314,000 square foot project will be suspended above ground to join the casino floors of the two major hotels located within the resort. We currently expect the property to open in the second quarter of 2015.

Grand Rapids

In July 2014, we purchased land to develop an outlet center in Grand Rapids, Michigan for approximately $8.0 million. We expect this development to be approximately 358,000 square feet with an opening during the second half of 2015.

5. Investments in Unconsolidated Real Estate Joint Ventures

Our investments in unconsolidated joint ventures as of September 30, 2014 and December 31, 2013 aggregated $249.7 million and $140.2 million, respectively. The equity method of accounting is used to account for each of the individual joint ventures. We have the following unconsolidated real estate joint ventures:



As of September 30, 2014
Joint Venture	Center Location	Ownership %		Square Feet (in 000's)	Carrying Value of Investment (in millions)		Total Joint Venture Debt (in millions)
Charlotte	Charlotte, NC	50.0	%	398	$	38.8	$	—
Galveston/Houston	Texas City, TX	50.0	%	353	6.2		65.0
National Harbor	National Harbor, MD	50.0	%	339	19.8		62.0
RioCan Canada	Various	50.0	%	432	119.8		16.6
Savannah ⁽¹⁾	Savannah, GA	50.0	%	—	46.1		3.4
Westgate	Glendale, AZ	58.0	%	332	14.8		49.8
Wisconsin Dells	Wisconsin Dells, WI	50.0	%	265	2.4		24.3
Other				—	1.8		—
					$	249.7	$	221.1

(1)

Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than the ownership percentage indicated above, which in this case, states our legal interest in this venture. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from gains or losses of asset sales.



As of December 31, 2013
Joint Venture	Center Location	Ownership %		Square Feet (in 000's)	Carrying Value of Investment (in millions)		Total Joint Venture Debt (in millions)
Charlotte	Charlotte, NC	50.0	%	—	$	11.6	$	—
Galveston/Houston	Texas City, TX	50.0	%	353	7.4		65.0
National Harbor	National Harbor, MD	50.0	%	336	16.7		52.4
RioCan Canada	Various	50.0	%	433	85.7		17.9
Westgate	Glendale, AZ	58.0	%	332	16.1		43.1
Wisconsin Dells	Wisconsin Dells, WI	50.0	%	265	2.5		24.3
Other				—	0.2		—
					$	140.2	$	202.7

These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income (loss), cash contributions, distributions and other adjustments required by the equity method of accounting as described below.

Fees we received for various services provided to our unconsolidated joint ventures were recognized in other income as follows (in thousands):



	Three months ended					Nine months ended
	September 30,					September 30,
	2014		2013			2014		2013
Fee:
Development and leasing	$	624	$	(6	)	$	702	$	57
Loan guarantee	23		40			209		121
Management	470		761			1,316		2,391
Marketing	108		93			321		301
Total Fees	$	1,225	$	888		$	2,548	$	2,870

Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the "Summary Balance Sheets - Unconsolidated Joint Ventures" shown below 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 (totaling $4.0 million and $1.6 million as of September 30, 2014 and December 31, 2013) are amortized over the various useful lives of the related assets.

Charlotte, North Carolina

In May 2013, we formed a 50/50 joint venture for the development of an outlet center in the Charlotte, NC market. Subsequently, during the third quarter of 2013, the joint venture began construction on the outlet center which is located eight miles southwest of uptown Charlotte at the interchange of I-485 and Steele Creek Road (NC Highway 160), the two major thoroughfares for the city. The approximately 400,000 square foot project, which features approximately 90 brand name and designer stores, opened on July 31, 2014.

As of September 30, 2014, we and our partner had each contributed approximately $38.0 million in cash to the joint venture to fund development activities. We provided development services to the project; and with our partner, are jointly providing leasing services. Our partner is providing property management and marketing services to the center.

RioCan Canada

We have entered into a 50/50 co-ownership agreement with RioCan Real Estate Investment Trust ("RioCan Joint Venture") to develop and acquire outlet centers in Canada. Under the agreement, any projects developed or acquired will be branded as Tanger Outlet Centers. We have agreed to provide leasing and marketing services to the venture and RioCan has agreed to provide development and property management services.

In March of 2013, the RioCan Joint Venture acquired the land adjacent to the existing Cookstown Outlet Mall for $13.9 million. The land is being used for an expansion of the Cookstown Outlet Mall which began in May 2013. The expansion, which is expected to open in the fourth quarter of 2014, will add approximately 153,000 square feet and approximately 35 new brand name and designer outlet stores to the center.

Also, during the second quarter of 2013, the joint venture purchased land for $28.7 million and broke ground on Tanger Outlets Ottawa, the first ground up development of a Tanger Outlet Center in Canada. Located in suburban Kanata off the TransCanada Highway (Highway 417) at Palladium Drive, this center opened on October 17, 2014 and contains approximately 316,000 square feet and features approximately 80 brand name and designer outlet stores. As of September 30, 2014, we and our co-owner had each contributed $51.3 million in cash to fund development activities on these two projects.

Savannah, Georgia

In January 2014, we announced our plans to develop Tanger Outlets Savannah through a joint venture arrangement. The center will include approximately 377,000 square feet. The site is located on I-95, just north of I-16 in Pooler, Georgia, adjacent to the City of Savannah, and near the Savannah International Airport. As of September 30, 2014, our equity contributions totaled $45.4 million and our partner's equity contribution totaled $7.4 million. Contributions we make in excess of $7.4 million will earn a preferred rate of return equal to 8% from the date the contributions are made until the outlet center’s grand opening date, and then 10% annually thereafter. We are providing development, management and marketing services to the joint venture; and with our partner, are jointly providing leasing services to the center.

In May 2014, the joint venture closed on a $97.7 million interest only mortgage loan with a rate of LIBOR + 1.65% and a maturity date of May 21, 2017, with the option for two, one year extensions. As of September 30, 2014 the balance on the loan was $3.4 million.

Westgate, Glendale, Arizona

During the second quarter of 2014, Westgate began a 78,000 square foot expansion of the existing property which is expected to open in time for the 2014 holiday season. The expansion is being substantially funded by amounts available under the amended Westgate mortgage loan which had its maximum borrowing capacity increased from $48.3 million to $62.0 million in May 2014. We provide property management, construction supervision, leasing and marketing services to the joint venture.

Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):



Condensed Combined Balance Sheets - Unconsolidated Joint Ventures	September 30, 2014			December 31, 2013
Assets
Land	$	73,864		$	66,020
Buildings, improvements and fixtures	394,399			327,972
Construction in progress, including land	198,694			86,880
	666,957			480,872
Accumulated depreciation	(42,011		)	(29,523		)
Total rental property, net	624,946			451,349
Cash and cash equivalents	34,926			22,704
Deferred lease costs, net	22,021			19,281
Deferred debt origination costs, net	2,746			1,737
Prepaids and other assets	11,558			9,107
Total assets	$	696,197		$	504,178
Liabilities and Owners' Equity
Mortgages payable	$	221,079		$	202,688
Construction trade payables	19,343			19,370
Accounts payable and other liabilities	19,611			8,540
Total liabilities	260,033			230,598
Owners' equity	436,164			273,580
Total liabilities and owners' equity	$	696,197		$	504,178



	Three months ended						Nine months ended
Condensed Combined Statements of Operations	September 30,						September 30,
- Unconsolidated Joint Ventures	2014			2013			2014			2013
Revenues	$	19,969		$	29,013		$	52,803		$	70,961
Expenses
Property operating	7,292			7,808			20,562			25,440
General and administrative	198			629			354			962
Acquisition costs	—			19			—			474
Abandoned development costs	472			19			472			153
Depreciation and amortization	5,831			6,232			15,369			21,200
Total expenses	13,793			14,707			36,757			48,229
Operating income	6,176			14,306			16,046			22,732
Gain on early extinguishment of debt	—			13,820			—			13,820
Interest expense	(1,316		)	(2,840		)	(3,925		)	(10,406		)
Net income	$	4,860		$	25,286		$	12,121		$	26,146

The Company and Operating Partnership's share of:
Net income	$	2,479		$	9,014		$	6,200		$	10,107
Depreciation and impairment charge (real estate related)	$	3,040		$	2,861		$	8,048		$	9,465

6. Debt of the Company

All of the Company's debt is held by the Operating Partnership and its consolidated subsidiaries.

The Company guarantees the Operating Partnership's obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $520.0 million. As of September 30, 2014 and December 31, 2013, the Operating Partnership had amounts outstanding on these lines of credit totaling $139.8 million and $16.2 million, respectively.

The Company also guarantees the Operating Partnership's unsecured term loan as well as its obligation with respect to the mortgage assumed in connection with the acquisition of the outlet center in Ocean City, Maryland in July 2011. As of September 30, 2014, the amounts outstanding on the term loan and mortgage were $250.0 million and $17.9 million, respectively.

7. Debt of the Operating Partnership

The debt of the Operating Partnership consisted of the following (in thousands):

As of

September 30, 2014

December 31, 2013

Stated Interest Rate(s)

Maturity Date

Principal

Premium

(Discount)

Principal

Premium

(Discount)

Senior, unsecured notes:

Senior notes

6.15

November 2015

250,000