What changed in this filing

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Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-23 · 320 added, 502 removed, 1633 unchanged (33% of the section changed)

7 unchanged sentences

Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Company's President and Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company's management, with the participation of the Company's President and Chief Executive Officer and Chief Financial Officer, is

responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Company's internal control over financial reporting, including those policies and procedures that:

The Company's management, with the participation of the Company's President and Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Company's internal control over financial reporting, including those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

9 unchanged sentences

(a) Evaluation of disclosure control procedures.

The President, Chief Executive Officer, Stephen J.

Yalof (Principal Executive Officer), and Vice President and Treasurer, James F.

Williams (Principal Financial Officer) of Tanger GP Trust, sole general partner of the Operating Partnership, evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures and concluded that, as of December 31, 2020, the Operating Partnership's disclosure controls and procedures were effective to ensure that the information the registrant is required to disclose in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and to ensure that information required to be disclosed by the Operating Partnership's in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Operating Partnership's management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The President and Chief Executive Officer, Stephen J.

Yalof (Principal Executive Officer), and Chief Financial Officer, James F.

Williams (Principal Financial Officer) of Tanger Factory Outlet Centers, Inc., sole general partner of the Operating Partnership, evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) and concluded that, as of December 31, 2021, the Operating Partnership's disclosure controls and procedures were effective.

(b) Management's report on internal control over financial reporting.

Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Operating Partnership's Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by the Operating Partnership's board of trustees, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles.

The Operating Partnership's management, with the participation of the Operating Partnership's Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Operating Partnership's internal control over financial reporting, including those policies and procedures that:

Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer of the Operating Partnership's general partner, or persons performing similar functions, and effected by the general partner's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management, with the participation of the Principal Executive Officer and Principal Financial Officer of the general partner, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Operating Partnership's internal control over financial reporting, including those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and trustees of the Operating Partnership;

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.

The Operating Partnership's management has evaluated the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2020 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment and those criteria, the Operating Partnership's management has concluded that the Operating Partnership's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2020.

Management has evaluated the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2021 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment and those criteria, management has concluded that the Operating Partnership's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

4 unchanged sentences

All information required to be disclosed in a report on Form 8-K during the fourth quarter of 2021 was reported.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Certain information required by Part III is omitted from this Report in that the Company will file a definitive proxy statement pursuant to Regulation 14A, or the Proxy Statement, not later than 120 days after the end of the fiscal year covered by this Report, and certain information included therein is incorporated herein by reference.

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Total 3,421,866 $ 10.68 2,110,394

(1) Includes (a) 805,700 common shares issuable upon the exercise of outstanding options (560,300 of which are vested and exercisable), (b) 375,505 restricted common shares that may be issued under the 2018 Outperformance Plan (the "2018 OPP") upon the satisfaction of certain conditions, (c) 445,018 restricted common shares that may be issued under the 2019 Outperformance Plan (the "2019 OPP") upon the satisfaction of certain conditions and (d) 889,251 restricted common shares that may be issued under the 2020 Outperformance Plan (the "2020 OPP") upon the satisfaction of certain conditions.

Because there is no exercise price associated with the 2018, 2019 and 2020 OPP awards, such restricted common shares are not included in the weighted average exercise price calculation.

(1) Includes (a) 595,600 common shares issuable upon the exercise of outstanding options (280,800 of which are vested and exercisable), (b) 418,107 restricted common shares that may be issued under the 2019 Performance Share Plan (the "2019 PSP") upon the satisfaction of certain conditions, (c) 788,013 restricted common shares that may be issued under the 2020 Performance Share Plan (the "2020 PSP") upon the satisfaction of certain conditions and (d) 620,146 restricted common shares that may be issued under the 2021 Performance Share Plan (the "2021 PSP") upon the satisfaction of certain conditions.

Because there is no exercise price associated with the 2019, 2020 and 2021 PSP awards, such restricted common shares are not included in the weighted average exercise price calculation.

(2) Represents common shares available for issuance under the Amended and Restated Incentive Award Plan.

3 unchanged sentences

The options to purchase common shares have an exercise price of $7.15.

One-fourth of the options vested on December 31, 2020 and the remaining options will vest equally on each December 31 through December 31, 2023, subject to Mr.

One-fourth of the options vested on December 31, 2020, followed by another one-fourth which vested on December 31, 2021, and the remaining options will vest equally on each of December 31, 2022 and December 31, 2023, subject to Mr.

Yalof’s continued employment through each vesting date.

7 unchanged sentences

(a) (1) Financial Statements

Reports of Independent Registered Public Accounting Firm (Tanger Factory Outlet Centers, Inc.)

Reports of Independent Registered Public Accounting Firm (Tanger Properties Limited Partnership)

Reports of Independent Registered Public Accounting Firm (Tanger Factory Outlet Centers, Inc.) (PCAOB ID No.

Reports of Independent Registered Public Accounting Firm (Tanger Properties Limited Partnership) (PCAOB ID No.

Financial Statements of Tanger Factory Outlet Centers, Inc.

37 unchanged sentences

(Incorporated by reference to Exhibit 3.2 to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)

3.3 Amended and Restated Agreement of Limited Partnership for Tanger Properties Limited Partnership dated August 30, 2013.

(Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10- K for the year ended Dec ember 31, 2016 .)

3.3 Tanger Properties Limited Partnership Second Amended and Restated Limited Partnership Agreement, dated November 12, 2021 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 12, 2021)

4.1 Senior Indenture dated as of March 1, 1996.

18 unchanged sentences

and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014) (Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.)

10.1A * 2018 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc.

and Tanger Properties Limited Partnership.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

10.1B* 2019 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc.

and Tanger Properties Limited Partnership (As Amended and Restated as of April 4, 2014), as amended, dated as of March 29, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated August 5, 2019.)

10.2 * Form of Non-Qualified Share Option Agreement between Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and certain employees.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.)

10.4 Amended and Restated Employment Agreement for Lisa J.

Morrison, as of December 29, 2008.

(Incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K dated December 31, 2008.)

10.4A * Amendment to Amended and Restated Employment Agreement for Lisa J.

Morrison as of June 5, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 8, 2020.)

10.5 * Amended and Restated Employment Agreement for Carrie A.

Warren, as of December 29, 2008.

(Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009.)

10.5A Amendment to Amended and Restated Employment Agreement for Carrie A.

Warren as of June 5, 2020 (Incorporated by reference to Exhibit 10.4 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 8, 2020.)

10.6 * Employment Agreement for Chad D.

Perry, dated as of December 12, 2011.

(Incorporated by reference to Exhibit 10.9 to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.)

10.6A Amendment to Employment Agreement for Chad D.

Perry as of June 5, 2020 (Incorporated by reference to Exhibit 10.2 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 8, 2020.)

10.7 * Amended and Restated Employment Agreement for James F.

Williams, as of December 29, 2008.

(Incorporated by reference to Exhibit 10.11 to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)

10.7A Amendment to Amended and Restated Employment Agreement for James F.

Williams as of June 5, 2020 (Incorporated by reference to Exhibit 10.5 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 8, 2020.)

10.8* Amended and Restated Employment Agreement for Virginia R.

Summerell, as of December 29, 2008.

(Incorporated by reference to Exhibit 10.12 to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)

10.9* Employment Agreement for Charles A.

Worsham, dated July 17, 2014.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.)

10.9A Amendment to Employment Agreement for Charles A.

Worsham as of June 8, 2020 (Incorporated by reference to Exhibit 10.6 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 8, 2020.)

10.3 Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K.

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(Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)

10.17 * Form of Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting.

(Incorporated by reference to Exhibit 10.19 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)

10.17A * Form of Amendment to Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting.

(Incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)

10.10* Form of Restricted Share Agreement between the Company and certain Directors.

(Incorporated by reference to Exhibit 10.20 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)

10.19* Restricted Share Agreement between the Company and Steven.

Tanger dated February 28, 2012.

(Incorporated by reference to Exhibit 10.3 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.)

10.11* Form of Tanger Factory Outlet Centers, Inc.

2 unchanged sentences

2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.)

10.21* Form of 2013 Outperformance Plan Notional Unit Award agreement.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.)

10.22* Form of 2014 Outperformance Plan Notional Unit Award agreement.

(Incorporated by reference to Exhibit 10.25 to the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2014.)

10.23* Form of 2015 Outperformance Plan Notional Unit Award agreement.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.)

10.24* Form of 2016 Outperformance Plan Notional Unit Award agreement.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.)

10.12* Director Deferred Share Program of Tanger Factory Outlet Centers, Inc.

1 unchanged sentence

(Incorporated by reference to Exhibit 10.24 to the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)

2018 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc.

and Tanger Properties Limited Partnership.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

Form of 2018 Outperformance Plan Notional Unit Award agreement between the Company and Certain Officers.(Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

3 unchanged sentences

Tanger.(Incorporated by reference to Exhibit 10.4 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)

10.30 Amended and Restated Credit Agreement, dated as of November 10, 2011, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Bank of America Merrill Lynch, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent and Branch Banking and Trust Company, as Documentation Agent.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated November 15, 2011.)

10.31 Modification Agreement, dated October 24, 2013 to the Amended and Restated Credit Agreement, dated as of November 10, 2011, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Bank of America Merrill Lynch, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent and Branch Banking and Trust Company, as Documentation Agent.

(Incorporated by reference to Exhibit 10.30 to the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2013.)

10.32 Second Amended and Restated Credit Agreement, dated as of October 29, 2015 among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent, Branch Banking and Trust Company, as Documentation Agent, PNC Bank, National Association as Document Agent, and Regions Bank as Managing Agent (Incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K dated February 23, 2016.)

10.33 Amended and Restated Term Loan Agreement dated October 29, 2015 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank Securities, LLC, SunTrust Robinson Humphrey, Inc.m and PNC Capital Markets LLC, as Joint Lead Arrangers, SunTrust Bank and PNC Bank, National Association, as Co-Syndication Agents, Regions Bank, as Documentation Agent and Wells Fargo Securities, LLC, as Sole Bookrunner, and the other lenders party thereto.

(Incorporated by reference to Exhibit 10.32 to the Company's and Operating Partnership's Current Report on Form 8-K dated April 15, 2016.)

10.34 First Amendment to Amended and Restated Term Loan Agreement dated as of April 13, 2016 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated April 15, 2016.)

10.35 Third Amended and Restated Credit Agreement, dated as of January 9, 2018, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, and the Other Lenders Party Thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent, Branch Banking and Trust Company, as Documentation Agent, PNC Bank, National Association, as Document Agent, and Regions Bank as Managing Agent.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated January 9, 2018.)

10.35A June 2020 Modification relating to the Operating Partnership’s Third Amended and Restated Credit Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 16, 2020.)

10.36 Third Amended and Restated Liquidity Credit Agreement, dated as of January 9, 2018, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto.

(Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Current Report on Form 8-K dated January 9, 2018.)

10.36A June 2020 Modification relating to the Operating Partnership’s Third Amended and Restated Liquidity Credit Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 16, 2020.)

10.37 Second Amendment to Amended and Restated Term Loan Agreement dated as of January 9, 2018, by and among Tanger Properties Limited Partnership, as the Borrower, Tanger Factory Outlet Centers, Inc., as the Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto.

(Incorporated by reference to Exhibit 10.3 to the Company's and Operating Partnership's Current Report on Form 8-K dated January 9, 2018.)

10.37A First Amendment to Second Amended and Restated Term Loan Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 16, 2020.)

10.16 Second Amended and Restated Term Loan Agreement dated as of October 25, 2018 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto.

(Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated October 26, 2018.)

10.16A First Amendment to Second Amended and Restated Term Loan Agreement between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.3 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated June 16, 2020.)

10.16B Second Amendment to Second Amended and Restated Term Loan Agreement, dated as of July 13, 2021, between Tanger Properties Limited Partnership, as the Borrower, Tanger Factory Outlet Centers, Inc., as the Guarantor, and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto.

(Incorporated by reference to Exhibit 10.3 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated Ju ly 1 4 , 202 1 .)

10.17 Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, and the Other Lenders Party Thereto, BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Bank and U.S.

Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, U.S.

Bank National Association and Truist Securities, Inc.

as Syndication Agents, Regions Bank and TD Bank, N.A.

as Managing Agents and BofA Securities, Inc.

as Sustainability Agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July 14, 2021)

10.18 Fourth Amended and Restated Liquidity Credit Agreement, dated as of July 13, 2021, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated July 14, 2021)

10.19 Second Amended and Restated Continuing Guaranty dated October 25, 2018 by and between Tanger Factory Outlet Centers, Inc.

1 unchanged sentence

(Incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Current Report on Form 8-K dated October 26, 2018.)

10.4 2019 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc.

10.20* Employment Agreement of Stephen Yalof Dated April 6, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 6, 2020.)

4 unchanged sentences

10.24* Inducement Option Award Agreement between the Company and Stephen Yalof, dated April 10, 2020 (Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q dated May 11, 2020).

10.25 Tanger Factory Outlet Centers, Inc.

Executive Severance and Change of Control Plan, effective March 31, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 5 , 2021)

10.26* Transition and Consulting Agreement between Tanger Factory Outlet Centers, Inc.

Morrison, dated September 9, 2021 (incorporated by reference to Exhibit 10.

1 to the C ompany's Current Report on Form 8-K/A dated September 10 , 2021)

10.27* Offer Letter of Leslie A.

Swanson, dated September 28, 2020 .

Swanson, dated September 28, 2020 (incorporated by reference to E xhibit 10.47 to the Company's Quarterly Report on Form 10- K dated F ebruary 23, 2021) .

10.28* Offer Letter of Justin Stein , dated October 1 3 , 2021 .

10.29* Offer Letter of Andrew Win grove , dated November 5 , 2021.

21.1 List of Subsidiaries of the Company.

37 unchanged sentences

Yalof Director, President, Chief Executive Officer (Principal Executive Officer)

Williams Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 23, 2021

Williams Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer February 22, 2022

/s/ Thomas J.

5 unchanged sentences

Citrin Director February 22, 2022

/s/ Sandeep L.

Mathrani Director February 22, 2022

/s/ Thomas J.

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TANGER PROPERTIES LIMITED PARTNERSHIP

Tanger GP Trust, its sole general partner

TANGER FACTORY OUTLET CENTERS, INC., its sole general partner

/s/ Stephen J.

1 unchanged sentence

February 22, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Tanger Factory Outlet Centers, Inc.

in its capacity as General Partner of Tanger Properties Limited Partnership and in the capacities and on the dates indicated:

/s/ Steven B.

Tanger Executive Chair of the Board of Trustees February 23, 2021

Tanger Executive Chair of the Board February 22, 2022

/s/ Stephen J.

Yalof President, Chief Executive Officer and Trustee (Principal Executive Officer) February 23, 2021

Williams Vice President and Treasurer (Principal Financial Officer) February 23, 2021

Yalof Director, President, and Chief Executive Officer (Principal Executive Officer) February 22, 2022

Williams Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer February 22, 2022

/s/ Thomas J.

1 unchanged sentence

Guerrieri Jr.

Vice President and Assistant Treasurer (Principal Accounting Officer) February 23, 2021

Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) February 22, 2022

/s/ Jeffrey B.

Citrin Trustee February 23, 2021

Henry Trustee February 23, 2021

Citrin Lead Director February 22, 2022

Henry Director February 22, 2022

/s/ Sandeep L.

Mathrani Director February 22, 2022

/s/ Thomas J.

Reddin Trustee February 23, 2021

Reddin Director February 22, 2022

/s/ Bridget M.

Ryan-Berman Trustee February 23, 2021

Skerritt Trustee February 23, 2021

Ubiñas Trustee February 23, 2021

Ryan-Berman Director February 22, 2022

Skerritt Director February 22, 2022

Ubiñas Director February 22, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 20 to the financial statements, effective January 1, 2019, the Company adopted Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases, using the modified retrospective approach.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of long-lived assets – Refer to Notes 2 and 10 to the financial statements

3 unchanged sentences

The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets.

Total rental property as of December 31, 2020 was approximately $1.7 billion.

During the year ended December 31, 2020, the Company recorded approximately $67.2 million of impairment charges.

Total rental property, net as of December 31, 2021, was approximately $1.7 billion.

During the year ended December 31, 2021, the Company recorded an impairment charge of approximately $7.0 million.

Given the Company’s cash flow estimates used both for determining recoverability and estimating fair value to determine impairment require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, capitalization and discount rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted and discounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

2 unchanged sentences

• We tested the effectiveness of controls over management’s evaluation of the recoverability of rental property assets and management’s estimate of fair value to determine impairment, including those over rental, occupancy, capitalization and discount rates, and estimated holding periods.

• With the assistance of our fair value specialists, we evaluated the undiscounted and discounted future cash flows analyses, including estimates of rental, occupancy, capitalization, and discount rates, and estimated holding periods for each rental property asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted and discounted future cash flows analysis.

• We evaluated the reasonableness of management’s undiscounted and discounted future cash flows analyses by comparing management’s projections to the Company’s historical results and external market sources.

Impairment of Investments — Refer to Notes 2 and 5 to the financial statements

Critical Audit Matter Description

On a periodic basis, the Company assesses whether there are any indicators that the value of the investments in unconsolidated joint ventures may be impaired.

An investment is impaired only if management’s estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary.

To the extent an other than temporary impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment.

The Company’s estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, the discount and capitalization rates.

As the discount and capitalization rates are difficult to predict, the values estimated by the Company in the impairment analysis may not be realized.

Total investments in unconsolidated joint ventures as of December 31, 2020 were approximately $94.6 million.

Given the Company’s evaluation of the impairment of investments in unconsolidated joint ventures requires management to make significant estimates and assumptions related to the discount and capitalization rates, performing audit procedures to evaluate the reasonableness of management’s analysis and assessment required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the discount and capitalization rates included the following, among others:

• We tested the effectiveness of controls over management’s selection of the discount and capitalization rates and management’s evaluation of whether the impairments in their investments in unconsolidated joint ventures are other than temporary.

• We evaluated the reasonableness of the valuation methodology, obtained source data for market specific capitalization rates to assist with evaluating reasonableness of discount and capitalization rates utilized, and tested the mathematical accuracy for each of management’s fair value estimates.

• We evaluated the reasonableness of management’s assessment that any impairment in unconsolidated joint ventures are other than temporary by evaluating the severity and duration of any shortfalls within the fair value calculations.

Specifically, we evaluated the joint venture’s expectations of future performance based upon historical operations, tenant leases and trends in the industry and submarkets.

We also evaluated the amount of time expected to achieve a recovery in the estimated fair value.

Collectibility of Operating Lease Receivables — Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

Given the impacts from the coronavirus (“COVID-19”) pandemic, the Company’s net accounts receivable balance, which is recorded in other assets on the consolidated balance sheet, has increased from approximately $4.8 million at December 31, 2019 to approximately $18.8 million at December 31, 2020.

Individual leases are assessed for collectibility, and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are reduced as an adjustment to rental revenue.

Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectibility is determined to be probable.

Further the Company has assessed whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends including discussions with tenants for potential lease amendments.

As of December 31, 2020, the Company recorded a $5.3 million reserve for a portion of deferred and under negotiation billings that are expected to become uncollectible in future periods.

The Company’s evaluation of collectibility requires management to make significant estimates and assumptions and is based on the best information available to the Company at the time of preparing the financial statements.

The duration of the COVID 19 pandemic, recent tenant bankruptcies and other significant economic uncertainties required significant judgment to be used when estimating the collection of rents through December 31, 2020.

Performing audit procedures to evaluate the reasonableness of management’s analysis and assessment of collectibility required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the collectibility of operating lease receivables included the following, among others:

• We tested the effectiveness of controls over management’s assessment of the collectibility of operating lease receivables, including management’s consideration of current economic trends, negotiations and/or disputes with tenants and tenant creditworthiness.

• We obtained management’s analysis of the collectibility of tenant accounts receivables and performed the following procedures, among others:

o Evaluated the completeness and accuracy of information in the analysis through reconciliation to the accounts receivable aging schedule and consideration of results of our testing which included tenant confirmations and analysis of tenant agreements and amendments;

o Inquired of Company personnel, including those from leasing and operations, to determine whether management’s assumptions regarding collection losses were appropriate based on the most recent tenant correspondence, payment history, status of lease modification negotiations including rent deferrals or abatements.

We inspected tenant records, tenant correspondence, tenant collections subsequent to year-end and executed lease modification agreements to corroborate our inquiries, and independently considered whether receivables for those tenants which have filed for bankruptcy were appropriately accounted for in management’s analysis.

• We evaluated the undiscounted future cash flows analysis, including estimates of rental, occupancy, capitalization rates, and estimated holding periods for certain rental property assets with possible impairment indicators by performing the following, where applicable:

◦ We evaluated management’s cash flow projections by comparing to the Company’s historical results and considered the impact of leasing activity.

◦ We evaluated capitalization rates by comparing to external market sources.

◦ We evaluated management’s estimated holding period by comparing to historical holding periods for assets sold in recent years, reviewing board minutes, and conducting inquiries of management, leasing and others outside of the accounting department.

◦ We tested the mathematical accuracy of the undiscounted and discounted future cash flows analysis.

• We evaluated the Company’s determination of fair value for those assets determined to be impaired by performing the following:

◦ With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology;

(2) significant assumptions made, including the determination of discount rate, rental rates, growth rates, and capitalization rates;

and (3) mathematical accuracy of the calculation by developing a range of independent estimates and comparing our estimates to those used by management.

/s/ Deloitte & Touche LLP

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 2021 and 2020, the related consolidated statements of statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2022, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 20 to the financial statements, effective January 1, 2019, the Operating Partnership adopted Financial Accounting Standards Board Accounting Standards Codification Topic 842, Leases, using the modified retrospective approach.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of long-lived assets – Refer to Notes 2 and 10 to the financial statements

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Total rental property as of December 31, 2020 was approximately $1.7 billion.

During the year ended December 31, 2020, the Operating Partnership recorded approximately $67.2 million of impairment charges.

Total rental property, net as of December 31, 2021, was approximately $1.7 billion.

During the year ended December 31, 2021, the Operating Partnership recorded an impairment charge of approximately $7.0 million.

Given the Operating Partnership’s cash flow estimates used both for determining recoverability and estimating fair value to determine impairment require management to make significant estimates and assumptions related to current and projected trends in rental, occupancy, capitalization and discount rates, and estimated holding periods, performing audit procedures to evaluate the reasonableness of management’s undiscounted and discounted future cash flows analysis required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

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• With the assistance of our fair value specialists, we evaluated the undiscounted and discounted future cash flows analysis, including estimates of rental, occupancy, capitalization, and discount rates, and estimated holding periods for each rental property asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted and discounted future cash flows analysis.

• We evaluated the reasonableness of management’s undiscounted and discounted future cash flows analysis by comparing management’s projections to the Operating Partnership’s historical results and external market sources.

Impairment of Investments — Refer to Notes 2 and 5 to the financial statements

Critical Audit Matter Description

On a periodic basis, the Operating Partnership assesses whether there are any indicators that the value of the investments in unconsolidated joint ventures may be impaired.

To the extent an other than temporary impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment.

The Operating Partnership’s estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, the discount and capitalization rates.

As the discount and capitalization rates are difficult to predict, the values estimated by the Operating Partnership in the impairment analysis may not be realized.

Total investments in unconsolidated joint ventures as of December 31, 2020 were approximately $94.6 million.

Given the Operating Partnership’s evaluation of the impairment of investments in unconsolidated joint ventures requires management to make significant estimates and assumptions related to the discount and capitalization rates, performing audit procedures to evaluate the reasonableness of management’s analysis and assessment required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the discount and capitalization rates included the following, among others:

Specifically, we evaluated the joint venture’s expectations of future performance based upon historical operations, tenant leases and trends in the industry and submarkets.

We also evaluated the amount of time expected to achieve a recovery in the estimated fair value.

Collectibility of Operating Lease Receivables — Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

Given the impacts from the coronavirus (“COVID-19”) pandemic, the Operating Partnership’s net accounts receivable balance, which is recorded in other assets on the consolidated balance sheet, has increased from approximately $4.8 million at December 31, 2019 to approximately $18.8 million at December 31, 2020.

Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectibility is determined to be probable.

Further the Operating Partnership has assessed whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends including discussions with tenants for potential lease amendments.

As of December 31, 2020, the Operating Partnership recorded a $5.3 million reserve for a portion of deferred and under negotiation billings that are expected to become uncollectible in future periods.

The Operating Partnership’s evaluation of collectibility requires management to make significant estimates and assumptions and is based on the best information available to the Operating Partnership at the time of preparing the financial statements.

Performing audit procedures to evaluate the reasonableness of management’s analysis and assessment of collectibility required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the collectibility of operating lease receivables included the following, among others:

• We obtained management’s analysis of the collectibility of tenant accounts receivables and performed the following procedures, among others:

◦ Evaluated the completeness and accuracy of information in the analysis through reconciliation to the accounts receivable aging schedule and consideration of results of our testing which included tenant confirmations and analysis of tenant agreements and amendments;

◦ Inquired of Operating Partnership personnel, including those from leasing and operations, to determine whether management’s assumptions regarding collection losses were appropriate based on the most recent tenant correspondence, payment history, status of lease modification negotiations including rent deferrals or abatements.

◦ We evaluated management’s cash flow projections by comparing to the Operating Partnership’s historical results and considered the impact of leasing activity.

◦ We evaluated capitalization rates by comparing to external market sources.

◦ We tested the mathematical accuracy of the undiscounted and discounted future cash flows analysis.

• We evaluated the Operating Partnership’s determination of fair value for those assets determined to be impaired by performing the following:

◦ With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology;

(2) significant assumptions made, including the determination of discount rate, rental rates, growth rates, and capitalization rates;

and (3) mathematical accuracy of the calculation by developing a range of independent estimates and comparing our estimates to those used by management.

/s/ Deloitte & Touche LLP

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Interest expense ( 52,866 ) ( 63,142 ) ( 61,672 )

Loss on early extinguishment of debt ( 47,860 ) — —

Gain on sale of assets — 2,324 43,422

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Net income — — 87,855 — 87,855 4,678 195 92,728

Other comprehensive loss — — — ( 7,866 ) ( 7,866 ) ( 420 ) — ( 8,286 )

Other comprehensive income — — — 1,656 1,656 87 — 1,743

Compensation under Incentive Award Plan — 18,504 — — 18,504 — — 18,504

Grant of 355,184 restricted common share awards

Grant of 242,167 restricted common share awards, net of forfeitures

3 ( 3 ) — — — — — —

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$ 929 $ 775,035 $ ( 317,263 ) $ ( 25,495 ) $ 433,206 $ 22,903 $ — $ 456,109

Net income — — 87,855 — 87,855 4,678 195 92,728

Other comprehensive income — — — 1,656 1,656 87 — 1,743

Net income (loss) — — ( 36,278 ) — ( 36,278 ) ( 1,925 ) 190 ( 38,013 )

Other comprehensive loss — — — ( 1,090 ) ( 1,090 ) ( 61 ) — ( 1,151 )

Compensation under Incentive Award Plan — 12,926 — — 12,926 — — 12,926

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6 ( 6 ) — — — — — —

Repurchase of 1,209,328 common shares, including transaction costs

Issuance of 6,258 deferred shares

— — — — — — — —

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$ 936 $ 787,143 $ ( 420,104 ) $ ( 26,585 ) $ 341,390 $ 17,493 $ — $ 358,883

Net income (loss) — — ( 36,278 ) — ( 36,278 ) ( 1,925 ) 190 ( 38,013 )

Other comprehensive loss — — — ( 1,090 ) ( 1,090 ) ( 61 ) — ( 1,151 )

Net income — — 9,118 — 9,118 440 — 9,558

Other comprehensive income — — — 8,824 8,824 442 — 9,266

Compensation under Incentive Award Plan — 12,845 — — 12,845 — — 12,845

Issuance of 42,100 common shares upon exercise of options

— 266 — — 266 — — 266

Grant of 569,779 restricted common share awards, net of forfeitures

6 ( 6 ) — — — — — —

Issuance of 6,258 deferred shares

Issuance of 10,009,263 common shares

100 186,869 — — 186,969 — — 186,969

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( 1 ) ( 2,146 ) — — ( 2,147 ) — — ( 2,147 )

Contributions from noncontrolling interests — — — — — — 72 72

Adjustment for noncontrolling interests in Operating Partnership — ( 6,917 ) — — ( 6,917 ) 6,917 — —

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Gain on sale of assets — ( 2,324 ) ( 43,422 )

Loss on early extinguishment of debt 47,860 — —

Equity in earnings of unconsolidated joint ventures ( 8,904 ) ( 1,126 ) ( 7,839 )

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Additions to investments in unconsolidated joint ventures ( 7,000 ) ( 10,601 ) ( 2,316 )

Net proceeds on sale of assets 7,626 128,505 —

Net proceeds from sale of assets 8,129 7,626 128,505

Distributions in excess of cumulative earnings from unconsolidated joint ventures 19,574 9,071 17,819

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Repayments of notes, mortgages and loans ( 567,050 ) ( 3,566 ) ( 3,369 )

Payment of make-whole premium related to early extinguishment of debt ( 44,872 ) — —

Repurchase of common shares, including transaction costs — — ( 20,000 )

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Additions to deferred financing costs ( 8,754 ) ( 1,891 ) ( 115 )

Proceeds from exercise of options 266 — —

Proceeds from common share offering 186,969 — —

Proceeds from other financing activities — 72 47

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Partners' Equity:

General partner, 1,000,000 units outstanding at December 31, 2020 and December 31, 2019

General partner, 1,100,000 and 1,000,000 units outstanding at December 31, 2021 and December 31, 2020, respectively

Limited partners, 4,761,559 and 4,794,643 Class A common units, and 102,984,734 and 92,569,801 Class B common units outstanding at December 31, 2021 and December 31, 2020, respectively

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Interest expense ( 52,866 ) ( 63,142 ) ( 61,672 )

Loss on early extinguishment of debt ( 47,860 ) — —

Gain on sale of assets — 2,324 43,422

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Comprehensive income (loss) 18,824 ( 39,164 ) 94,471

Comprehensive (income) loss attributable to noncontrolling interests in consolidated partnerships ( 190 ) ( 195 ) 421

Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships — ( 190 ) ( 195 )

Comprehensive income (loss) attributable to the Operating Partnership $ 18,824 $ ( 39,354 ) $ 94,276

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Net income 936 91,597 — 92,533 195 92,728

Other comprehensive loss — — ( 8,286 ) ( 8,286 ) — ( 8,286 )

Other comprehensive income — — 1,743 1,743 — 1,743

Compensation under Incentive Award Plan — 18,504 — 18,504 — 18,504

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Balance, December 31, 2019 $ 4,435 $ 478,562 $ ( 26,888 ) $ 456,109 $ — $ 456,109

Net income 936 91,597 — 92,533 195 92,728

Other comprehensive income — — 1,743 1,743 — 1,743

Net income (loss) ( 388 ) ( 37,815 ) — ( 38,203 ) 190 ( 38,013 )

Other comprehensive loss — — ( 1,151 ) ( 1,151 ) — ( 1,151 )

Compensation under Incentive Award Plan — 12,926 — 12,926 — 12,926

Grant of 611,350 restricted common share awards by the Company

Repurchase of 1,209,328 units, including transaction costs

— ( 20,000 ) — ( 20,000 ) — ( 20,000 )

Withholding of 56,597 common units for employee income taxes

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Balance, December 31, 2020 $ 3,334 $ 383,588 $ ( 28,039 ) $ 358,883 $ — $ 358,883

Net income (loss) ( 388 ) ( 37,815 ) — ( 38,203 ) 190 ( 38,013 )

Other comprehensive loss — — ( 1,151 ) ( 1,151 ) — ( 1,151 )

Net income 100 9,458 — 9,558 — 9,558

Other comprehensive income — — 9,266 9,266 — 9,266

Compensation under Incentive Award Plan — 12,845 — 12,845 — 12,845

Issuance of 42,100 common units upon exercise of options

— 266 — 266 — 266

Grant of 569,779 restricted common share awards by the Company

Issuance of 10,009,263 common units

1,874 185,095 — 186,969 — 186,969

Withholding of 139,293 common units for employee income taxes

20 unchanged sentences

Gain on sale of assets — ( 2,324 ) ( 43,422 )

Loss on early extinguishment of debt 47,860 — —

Equity in earnings of unconsolidated joint ventures ( 8,904 ) ( 1,126 ) ( 7,839 )

25 unchanged sentences

Repayments of notes, mortgages and loans ( 567,050 ) ( 3,566 ) ( 3,369 )

Payment of make-whole premium related to early extinguishment of debt ( 44,872 ) — —

Repurchase of common shares, including transaction costs — — ( 20,000 )

1 unchanged sentence

Additions to deferred financing costs ( 8,754 ) ( 1,891 ) ( 115 )

Proceeds from exercise of options 266 — —

Proceeds from the Company’s common share offering 186,969 — —

Proceeds from other financing activities — 72 47

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The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.

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 December 31, 2020, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 93,569,801 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,794,643 Class A common limited partnership units.

In November 2021, Tanger Factory Outlet Centers, Inc.

(the “Company”) was admitted as General Partner of Tanger Properties Limited Partnership (the “Operating Partnership”).

Prior to this administrative change, the Company owned 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 controlled the Operating Partnership as its sole general partner and Tanger LP Trust held a limited partnership interest.

Following this change to the ownership structure, the Company has replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retains its limited partnership interest.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership.

As of December 31, 2021, the Company and its wholly-owned subsidiaries owned 104,084,734 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,761,559 Class A common limited partnership units.

Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT.

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In the event a basis difference is created between our underlying interest in the venture’s net assets and our initial investment, we amortize such amount over the estimated life of the venture as a component of equity in earnings of unconsolidated joint ventures.

The carrying amount of our investments in the Charlotte, Galveston/Houston and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.

We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures.

Noncontrolling interests - In the Company's consolidated financial statements, the “Noncontrolling interests in Operating Partnership” reflects the Non-Company LP's percentage ownership of the Operating Partnership's units.

Noncontrolling interests - In the Company's consolidated financial statements, the “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 or joint ventures 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.

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We aggregate the financial information of all outlet centers into one reportable operating segment because the outlet centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers.

Rental Property - Rental properties are recorded at cost less accumulated depreciation.

Rental Properties - Rental properties are recorded at cost less accumulated depreciation.

Buildings, improvements and fixtures consist primarily of permanent buildings and improvements made to land such as infrastructure and costs incurred in providing rental space to tenants.

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Discount rates and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other financial and industry data.

During the first quarter and fourth quarter of 2020, we recorded $ 45.7 million and $ 19.2 million in impairment charges, respectively, related to our Foxwoods outlet center in our consolidated statement of operations which equaled the excess of the carrying value over its estimated fair value.

During the fourth quarter of 2020, fourth quarter of 2019 and third quarter 2018 , we recorded $ 2.4 million, $ 37.6 million and $ 49.7 million, in impairment charges respectively, related to our Jeffersonville outlet center in our consolidated statement of operations which equaled the excess of the carrying value of over its estimated fair value.

During the first quarter of 2020, fourth quarter of 2020 and fourth quarter of 2021, we recorded $ 45.7 million, $ 19.2 million and $ 7.0 million in impairment charges, respectively, related to our Foxwoods outlet center in our consolidated statement of operations which equaled the excess of the carrying value over its estimated fair value.

During the fourth quarter of 2020 and fourth quarter of 2019, we recorded $ 2.4 million and $ 37.6 million in impairment charges respectively, related to our Jeffersonville outlet center in our consolidated statement of operations which equaled the excess of the carrying value over its estimated fair value.

See Note 10 for additional information on the fair market value calculations.

See Note 5 for discussion of our share of the impairment charges recognized in our unconsolidated joint ventures at the Saint Suveur, Quebec outlet center in 2020 and the Bromont, Quebec and Saint Sauveur, Quebec outlet centers during 2018.

See Note 5 for discussion of our share of the impairment charges recognized in our unconsolidated joint ventures at the Saint Sauveur, Quebec outlet center in 2020.

If the effects of the COVID-19 pandemic cause economic and market conditions to deteriorate beyond our current expectations or if our expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future.

For example, the Foxwoods outlet center, which is part of a casino property, and our Atlantic city outlet center both continue to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future.

Such challenges could result in additional impairments.

For example, the Foxwoods outlet center, which is part of a casino property, continues to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future.

Such challenges, or a change in our expected holding period, could result in additional impairment charges recognized for the Foxwoods property.

We can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.

Rental Property Held For Sale - Rental properties designated as held for sale are stated at the lower of their carrying value or their fair value less costs to sell.

Rental Properties Held For Sale - Rental properties designated as held for sale are stated at the lower of their carrying value or their fair value less costs to sell.

We classify rental property as held for sale when our Board of Directors approves the sale of the assets and it meets the requirements of current accounting guidance.

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$ 0.7150 $ 0.7125 $ 1.4150

The following reconciles net income (loss) available to the Company's shareholders to taxable income available to common shareholders for the years ended December 31, 2020, 2019 and 2018 (in thousands):

The following reconciles net income (loss) available to the Company's shareholders to taxable income (loss) available to common shareholders for the years ended December 31, 2021, 2020 and 2019 (in thousands):

2021 2020 2019

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Payments received from the early termination of leases are recognized as revenue from the time the payment is receivable until the tenant vacates the space.

We have elected to apply the Lease Modification Q&A to eligible lease concessions.

See Recently Adopted Accounting Standards, below.

We account for rental deferrals using the receivables model as described within the Financial Accounting Standards Board (“FASB”) question and answer document (the “Lease Modification Q&A”).

Under the receivables model, we will continue to recognize lease revenue in a manner that is unchanged from the original lease agreement and continue to recognize lease receivables and rental revenue until such deferral is paid.

We account for rental abatements as negative variable adjustments to rental revenue as described within the Lease Modification Q&A.

The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease.

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Expense reimbursements from unconsolidated joint ventures are recognized in the period the applicable expenses are incurred.

Uncollectible Tenant Revenues - Due to the adoption of ASC 842 effective January 1, 2019, uncollectible tenant revenues are recorded as a contra-revenue adjustment.

If it is determined collection is not probable we record revenues on a cash basis.

Previously in 2018 these adjustments were recorded in general and administrative expense.

Operating Lease Receivable - Historically, our accounts receivable from tenants has not been material;

however, given the impacts from the COVID-19 pandemic discussed below, our net accounts receivable balance, which is recorded in other assets on the consolidated balance sheet, has increased from approximately $ 4.8 million at December 31, 2019 to approximately $ 18.8 million at December 31, 2020.

Straight-line rent adjustments recorded as a receivable in other assets on the consolidated balance sheets were approximately $ 65.8 million and $ 61.6 million as of December 31, 2020 and December 31, 2019, respectively.

however, given the impacts from the COVID-19 pandemic discussed below, our net accounts receivable balance, which is recorded in prepaids and other assets on the consolidated balance sheet, has decreased from approximately $ 18.8 million at December 31, 2020 to approximately $ 9.9 million at December 31, 2021, primarily due to collections of deferred April and May 2020 rents over the twelve month period.

Straight-line rent adjustments recorded as a receivable in prepaid and other assets on the consolidated balance sheets were approximately $ 53.3 million and $ 65.8 million as of December 31, 2021 and December 31, 2020, respectively.

Individual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are written off as an adjustment to rental revenue.

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The duration of the COVID-19 pandemic, recent tenant bankruptcies and other significant uncertainties with the economy required significant judgment to be used when estimating the collection of rents through December 31, 2020.

See Note 3 for amounts we recorded as a reduction of revenues for uncollectible accounts.

See Note 3 for amounts we recorded as a reduction of revenues for uncollectible accounts for the year ended December 31, 2020.

Concentration of Credit Risk - We perform ongoing credit evaluations of our tenants.

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Interest paid, net of interest capitalized $ 45,114 $ 58,021 $ 57,237

Information related to non-cash assets and liabilities recorded as a result of the adoption of ASC 842 in 2019 was as follows (in thousands):

Non-Cash operating lease right-of-use assets exchanged for operating lease liabilities $ 87,679

Non-Cash operating lease liabilities exchanged for operating right-of-use assets $ 92,354

The difference between the recorded operating lease liabilities and operating right-of-use assets represents the accrued straight-line rent liability of $ 5.0 million and our prepaid rent balances of $ 307,000 previously recognized under Accounting Standards Codification Topic 840 “Leases” (“ASC 840”) that were reclassified to the operating leases right-of use assets under ASC 842.

Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc.

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This ASU is effective as of March 12, 2020 through December 31, 2022.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and clarifies some of its guidance.

Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.

Amendments to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition.

The amendments are effective immediately for all entities.

An entity may elect to apply the amendments on a full retrospective basis.

We have not adopted any of the optional expedients or exceptions through December 31, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

Recently adopted accounting standards

In April 2020, the Financial Accounting Standards Board (“FASB”) staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 pandemic.

Under existing accounting lease guidance under ASC 842, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework).

The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease by lease analysis, and instead make an accounting policy election to account for COVID-19 related lease concessions as either a lease modification or a negative variable adjustment to rental revenue.

The Lease Modification Q&A allows the Company to determine accounting policy elections at a disaggregated level, and the elections should be applied consistently by either the type of concession or another reasonable disaggregated level.

We have evaluated and elected to apply the Lease Modification Q&A to eligible lease concessions.

We applied modification accounting to individual leases that are in bankruptcy and those that did not qualify for the concession.

As a result, for lease concessions not treated as a lease modification we have made the following policy elections by the type of concession agreed to with the respective tenant.

Rent Deferrals

We account for rental deferrals using the receivables model as described within the Lease Modification Q&A.

Rent Abatements

We account for rental abatements as negative variable adjustments to rental revenue as described within the Lease Modification Q&A.

See Note 3, for additional details on the impact of the Lease Modification Q&A on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.

ASU 2018-13 is intended to improve the effectiveness of disclosures required by entities regarding recurring and nonrecurring fair value measurements.

ASU 2018-13 is effective for reporting periods beginning after December 15, 2019, with early adoption permitted.

The adoption of ASU 2018-13 did not have a material impact on our consolidated financial statements.

In June 2016, the FASB issued ASU No.

2016-13 to amend the accounting for credit losses for certain financial instruments.

Under the new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses.

In November 2018, the FASB released ASU No.

2018-19 “Codification Improvements to Topic 326, Financial Instruments - Credit Losses.” This ASU clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20 “Financial Instruments - Credit Losses.” Instead, impairment of receivables arising from operating leases should be accounted for under Subtopic 842-30 “Leases - Lessor.” ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.

The adoption of this new guidance did not have a material impact on our consolidated financial statements.

COVID-19 Pandemic

The current novel COVID-19 pandemic has had, and will continue to have, repercussions across local, national and global economies and financial markets.

COVID-19 has impacted all states where our tenants operate their businesses or where our properties are located and measures taken to prevent or remediate COVID-19, including “shelter-in place” or “stay-at-home” orders or other quarantine mandates issued by local, state or federal authorities, have had an adverse effect on our business and the businesses of our tenants.

The full extent of the adverse impact on, among other things, our results of operations, liquidity (including our ability to access capital markets), the possibility of future impairments of long-lived assets or our investments in unconsolidated joint ventures, our compliance with debt covenants, our ability to collect rent under our existing leases, our ability to renew and re - lease our leased space, the outlook for the retail environment, bankruptcies and potential further bankruptcies or other store closings and our ability to develop, acquire, dispose or lease properties for our portfolio, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted.

The current novel COVID-19 pandemic (“COVID-19”) has had, and will continue to have, repercussions across local, national and global economies and financial markets.

Our financial results for 2020 were materially adversely impacted by COVID-19 as described below.

During 2021, our business and financial results improved, and metrics such as average overall occupancy rates, traffic to our centers, sales reported by our tenants, and collections of rental revenues returned to near, at, or in some cases above, pre-pandemic levels.

Nevertheless, the full extent of the adverse impact on, among other things, our results of operations, liquidity (including our ability to access capital markets), the possibility of future impairments of long-lived assets or our investments in unconsolidated joint ventures, our compliance with debt covenants, our ability to collect rent under our existing leases, our ability to renew and re-lease our leased space, the outlook for the retail environment, bankruptcies and potential further bankruptcies or other store closings and our ability to develop, acquire, dispose or lease properties for our portfolio, is unknown and will depend on future developments, which are highly uncertain and cannot be predicted.

Our results of operations, liquidity and cash flows have been and may continue to be in the future materially affected.

Although our outlet centers remained open, retailers began closing their stores in our outlet centers in mid-March and by April 6, 2020, substantially all of the stores in our portfolio were closed as a result of mandates by order of local and state authorities.

During 2020, although our outlet centers remained open, retailers began closing their stores in our outlet centers in mid-March and by April 6, 2020, substantially all of the stores in our portfolio were closed as a result of mandates by order of local and state authorities.

By June 15, 2020, in store shopping for non-essential retail was allowed in every market in which our centers are located.

Our outlet centers may experience additional short-term store closures as retailers implement additional safety protocols at specific locations impacted by increased exposure to COVID-19.

While our outlet centers have not closed throughout the pandemic, we have been operating under reduced hours since late April when the first stores began to reopen.

Prior to the pandemic, our centers operated an average of 12 hours per day.

Currently, our open-air centers are open an average of 10 hours per day, which was expanded from an average of 8 hours per day in early November.

A number of our tenants have requested rent deferrals, rent abatements or other types of rent relief during this pandemic.

Due to the COVID-19 pandemic, a number of our tenants requested rent deferrals, rent abatements or other types of rent relief during this pandemic.

As a response, in late March 2020, we offered all tenants in our consolidated portfolio the option to defer 100 % of April and May rents interest free, payable in equal installments due in January and February of 2021.

The following table sets forth information regarding the status of rents billed during the fourth, third and second quarters as of December 31, 2020 (In thousands,unaudited):

As of December 31, 2020

Fourth Quarter Third Quarter Second Quarter

Collection Status:

Rents Billed % of Rents Rents Billed % of Rents Rents Billed % of Rents

Rents collected $ 83,136 95 % $ 86,495 91 % $ 56,024 57 %

Rents expected to be collected (2)

423 — 300 — 5,519 6

Rents deferred (3)

507 1 473 1 9,361 9

Under negotiation 702 1 755 1 1,760 2

One-time rent concessions in exchange for amendments to lease structure 1,205 1 2,829 3 13,687 14

Bankruptcy related, primarily pre-petition rents 821 1 3,015 3 9,290 10

At risk due to tenant financial weakness 1,116 1 934 1 1,867 2

Total rents billed $ 87,910 100 % $ 94,801 100 % $ 97,508 100 %

(1) Excludes v ariable revenue which is derived from tenant sales and lease termination fees.

(2) In January 2021, we collected an additional $ 145,000 of the fourth quarter rents, $ 187,000 of third quarter rents and $ 5.1 million of second quarter rents.

(3) Includes rents deferred with substantially all payments due in 2021, for which the majority is due in January/February of 2021.

As a direct result of the pandemic, bankruptcies and restructurings, the Company's earnings were negatively impacted by approximately $ 47.3 million due to (1) write-offs related to bankruptcies and other uncollectible accounts due to financial weakness, (2) one-time concessions in exchange for landlord-favorable amendments to lease structure, (3) reserves for a portion of deferred and under negotiation billings that we expect to become uncollectible in future periods, (4) and write-offs of straight-line rents associated with the bankruptcies and uncollectible accounts.

Included in the negative impact discussed above, for the year ended December 31, 2020, we recorded a $ 5.3 million reserve for a portion of deferred and under negotiation billings that are expected to become uncollectible in future periods and recognized a write-off of revenue of approximately $ 7.2 million of straight-line rents associated with the tenant bankruptcies and uncollectible accounts.

We are closely monitoring changes in the collectability assessment of our tenant receivables as a result of certain tenants suffering adverse financial consequences due to COVID-19 and should our estimates change, there could be material modifications to our revenues in future periods.

Given the economic environment as a result of COVID-19, a select number of our tenants underwent liquidity hardships and filed for Chapter 11 bankruptcy protection in the second, third and fourth quarters of 2020.

Although some of these tenants intend to exit the Chapter 11 bankruptcy process and resume operations, the outcomes of such proceedings are unknown and we are currently exploring leasing alternatives for stores we expect to close.

Recent Chapter 11 bankruptcy filings include, but not limited to, J.

Crew Group, Inc.

(filed in May 2020) and Brooks Brothers, Lucky Brand Jeans, New York and Company and Ascena Retail Group, Inc.

(all filed in July 2020), Francesca's (filed in December 2020) and Christopher and Banks (filed in January 2021).

Also in 2020, G-III Apparel announced a brand-wide restructuring, including its intention to close all of its Wilsons and Bass stores.

Approximately 93 % of the amounts included in the table above under the caption (“Bankruptcy related, primarily pre-petition rents”) that were written off during the second, third and fourth quarters as uncollectible rents as of December 31, 2020 were related to these tenants.

During the year ended December 31, 2020, as a direct result of the pandemic, bankruptcies and restructurings, the Company's earnings were negatively impacted by approximately $ 47.3 million due to (1) write-offs related to bankruptcies and other uncollectible accounts due to financial weakness, (2) one-time concessions in exchange for landlord-favorable amendments to lease structure, (3) reserves for a portion of deferred and under negotiation billings that we expect to become uncollectible in future periods, (4) and write-offs of straight-line rents associated with the bankruptcies and uncollectible accounts.

Included in the negative impact discussed above, for the year ended December 31, 2020, we recorded a $ 5.3 million reserve for a portion of deferred and under negotiation billings that were expected to become uncollectible in future periods and recognized a write-off of revenue of approximately $ 7.2 million of straight-line rents associated with the tenant bankruptcies and uncollectible accounts.

However, as of December 31, 2021, contractual fixed rents billed during 2020 that were deferred as a direct result of the COVID-19 pandemic and remain outstanding totaled $ 82,000 .

Through December 31, 2021, the Company had collected 99 % of the 2020 deferred rents due to be repaid during the year ended December 31, 2021.

As a result we reversed $ 2.7 million in reserves related to deferred rents in 2021.

The extent of future tenant requests for rent relief and the impact on our results of operations and cash flows is uncertain and cannot be predicted at this time.

If store closures were to occur again in our domestic markets, this could have a material adverse impact on our financial position and results of operations.

In March 2020, to increase liquidity, preserve financial flexibility and help meet our obligations for a sustained period of time, we drew down substantially all of the available capacity under our $ 600.0 million unsecured lines of credit.

Beginning in June 2020 through August 2020, we repaid the entire $ 599.8 million outstanding balance bringing the outstanding balance to zero as of December 31, 2020.

We also took steps to reduce cash outflows, including the reduction or deferral of certain operating costs, temporary base salary reductions for our named executive officers and other employees, and the reduction of certain other general and administrative expenses.

We also deferred our Nashville pre-development-stage project and certain other planned capital expenditures.

We paid the dividend that was declared in January 2020 as scheduled on May 15, 2020.

Given the uncertainty related to the pandemic’s near and potential long-term impact, in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $ 35.0 million in cash per quarter and preserve our balance sheet strength and flexibility.

The dividend was reinstated in January 2021 and the Board declared a dividend of $ 0.1775 per share paid in February 2021.

The Board continues to evaluate the potential for future dividend distributions on a quarterly basis.

We were in compliance with REIT taxable income distribution requirements for the 2020 tax year.

During 2020, we took steps to reduce cash outflows, including the reduction or deferral of certain operating costs, temporary base salary reductions for our named executive officers and other employees, and the reduction of certain general and administrative expenses.

In addition, we also temporarily deferred our Nashville pre-development-stage project and certain other planned capital expenditures.

We paid the dividend that was declared in January 2020 as scheduled on May 15, 2020, but in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $ 35.0 million in cash per quarter and preserve our balance sheet strength and flexibility.

During 2021, we resumed pre-development activities on the Nashville project and other planned capital expenditures.

We also reinstated the dividend in January 2021 and paid dividends on a quarterly basis for the year ended December 31, 2021.

Disposition of Properties

The following table sets forth the properties sold for the years ended 2021, 2020 and 2019 (in thousands).

No properties were sold during 2018.

Properties Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale

2021 Dispositions:

Jeffersonville Jeffersonville, Ohio January 2021 412 $ 8,100 $ —

2020 Dispositions:

Terrell Terrell, Texas August 2020 178 $ 7,626 $ 2,324

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Investments included in investments in unconsolidated joint ventures:

Columbus Columbus, OH 50.0 % 355 $ 2.0 $ 70.8

RioCan Canada Various 50.0 % 765 92.6 —

Investments included in other liabilities:

Columbus, OH 50.0 % 355 $ ( 3.5 ) $ 85.0

Charlotte (2)

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Texas City, TX 50.0 % 353 ( 19.5 ) 80.0

(1) Net of debt origination costs and including premiums of $ 1.1 million and $ 1.1 million as of December 31, 2020 and 2019, respectively.

(1) Net of debt origination costs of $ 1.0 million and $ 1.1 million as of December 31, 2021 and 2020, respectively.

(2) We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income or loss of the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures.

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Total Fees $ 6,411 $ 4,936 $ 5,419

Expense reimbursements from unconsolidated joint ventures were previously included in expense reimbursements in our Form 10-K for the year ended December 31, 2018.

As these revenues are not related to leases, the 2018 amounts have been reclassified to management, leasing and other services on the consolidated statements of operations to conform to the current year presentation.

See Note 21 for discussion of adoption of ASC 842.

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.

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The amended and restated loan also changed the interest rate from LIBOR + 1.50 % to LIBOR + 1.65 %.

At the closing of the amendment, the joint venture distributed the net proceeds of approximately $ 14.5 million equally between the partners.

In June 2020, in response to the COVID-19 impact on the property, the Galveston/Houston joint venture amended its mortgage loan.

At the closing of the amendment, the joint venture distributed the net proceeds of approximately $ 14.5 million equally between the partners.In June 2020, in response to the COVID-19 impact on the property, the Galveston/Houston joint venture amended its mortgage loan.

The loan modification amended the first one-year extension option to provide for two six-month options (the “First Extension” and “Second Extension”, respectively).

Under the loan modification, the joint venture is prohibited from making partner distributions during the term of the First Extension.

If the joint venture exercises all available options, the loan would mature in July 2022.

The joint venture exercised its First Extension option to extend the mortgage loan for six months to January 2021.

In December 2020, the partnership further extended this maturity to February 15, 2021 while it works with the existing lenders on a modification of this loan.

In February 2021, the Galveston/Houston joint venture amended the mortgage loan to extend the maturity to July 2023, which required a reduction in principal balance from $ 80.0 million to $ 64.5 million.

Under the loan modification, the loan would have matured in July 2022.

In February 2021, the Galveston/Houston joint venture amended its mortgage loan to extend the maturity to July 2023, which required a reduction in principal balance from $ 80.0 million to $ 64.5 million.

The amendment also changed the interest rate from LIBOR + 1.65 % to LIBOR + 1.85 %.

Each partner made a capital contribution of $ 7.0 million to fund the reduction in principal balance.

We are providing property management, marketing and leasing services to the outlet center.

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Our share of the net proceeds was $ 2.8 million, and our share of the gain was approximately $ 1.0 million.

Other properties owned by the RioCan Canada co-owners include Cookstown Outlet Mall and Les Factoreries Saint-Sauveur.

Cookstown Outlet Mall is approximately 308,000 square feet and Les Factoreries Saint-Sauveur is approximately 116,000 square feet.

In May 2020, the joint venture’s mortgage loan for the outlet center in Saint-Sauveur matured and the joint venture repaid the approximately $ 8.3 million owed in full.

In May 2019, the RioCan joint venture closed on the sale of its 161,000 square foot outlet center in Bromont, for net proceeds of approximately $ 6.4 million.

In addition, the RioCan Canada co-owners own the Cookstown Outlet Mall, which is approximately 308,000 square feet.

In March 2021, the RioCan joint venture closed on the sale of its 116,000 square foot outlet center in Saint-Sauveur, for net proceeds of approximately $ 9.4 million.

Our share of the proceeds was approximately $ 4.7 million.

As a result of this transaction, we recorded a foreign currency loss of approximately $ 3.6 million in other income (expense), which had been previously recorded in other comprehensive income.

During 2020 and 2018, the RioCan joint venture recognized impairment charges related to its Bromont and Saint-Sauveur properties.

The impairment charges were primarily driven by, among other things, new competition in the market and changes in market capitalization rates and the COVID-19 pandemic in 2020.

The table below summarizes the impairment charges taken during 2020 and 2018 (in thousands):

As a result of this transaction, we recorded a loss on the sale of $ 3.7 million.

This includes a $ 3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.

In May 2020, the joint venture’s mortgage loan for the outlet center in Saint-Sauveur matured and the joint venture repaid the approximately $ 8.3 million owed in full.

During 2020, the RioCan joint venture recognized an impairment charge related to its Saint-Sauveur property.

The impairment charge was primarily driven by, among other things, new competition in the market and changes in market capitalization rates and the COVID-19 pandemic in 2020.

The table below summarizes the impairment charges taken during 2020 (in thousands):

Impairment Charge (1)

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2020 Saint-Sauveur $ 6,181 $ 3,091

2018 Bromont and Saint-Sauveur $ 14,359 $ 7,180

(1) The fair value was determined using an income approach considering the prevailing market income capitalization rates for similar assets.

In May 2019, the RioCan joint venture closed on the sale of its 161,000 square foot outlet center in Bromont, for net proceeds of approximately $ 6.4 million.

Our share of the proceeds was approximately $ 3.2 million.

As a result of this transaction, we recorded a foreign currency loss of approximately $ 3.6 million in other income (expense), which had been previously recorded in other comprehensive income.

Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):

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Interest expense ( 11,715 ) ( 13,091 ) ( 16,234 )

Gain on sale of assets 503 1,983 —

Other non-operating income 160 170 507

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Amortization of deferred lease costs and other intangibles, excluding above and below market leases, included in depreciation and amortization for the years ended December 31, 2021, 2020 and 2019 was $ 10.7 million, $ 12.4 million and $ 13.7 million, respectively.

Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2020, 2019 and 2018 was $( 2.4 ) million, $( 1.0 ) million and $( 2.1 ) million, respectively.

Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2021, 2020 and 2019 was $ 78,000 , $( 2.4 ) million and $( 1.0 ) million, respectively.

Estimated aggregate amortization of net above and below market leases and other intangibles for each of the five succeeding years is as follows (in thousands):

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Senior notes 3.875 % July 2027 300,000 297,742 300,000 297,346

Senior notes 2.750 % September 2031 400,000 391,110 — —

Mortgages payable:

Atlantic City (2) (3)

5.14 % - 7.65 % November 2021- December 2026 27,343 28,569 30,909 32,531

6.44 % - 7.65 % December 2024- December 2026 21,550 22,387 27,343 28,569

Southaven LIBOR + 1.80 % April 2023 40,144 40,087 51,400 51,371

Unsecured term loan LIBOR (4)

+ 1.00 % April 2024 350,000 347,370 350,000 347,367

Unsecured lines of credit LIBOR (4)

+ 1.000 % October 2021 (5)

Unsecured term loan LIBOR + 1.25 % April 2024 300,000 298,421 350,000 347,370

Unsecured lines of credit LIBOR + 1.20 % July 2025 — — — —

$ 1,411,694 $ 1,397,076 $ 1,578,743 $ 1,567,886

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Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2021, 2020 and 2019 was $ 4.0 million, $ 3.6 million and $ 3.0 million, respectively.

(2) The effective interest rate assigned during the purchase price allocation to this assumed mortgage during the acquisition in 2011 was 5.05 %.

(2) The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %.

(3) Principal and interest due monthly with remaining principal due at maturity.

(4) Beginning in June 2020, if LIBOR is less than 0.25 % per annum, the rate will be deemed to be 0.25 % for the portions of the lines of credit and bank term loan that are not fixed with an interest rate swap.

(5) Unsecured lines of credit have a one-year extension option to extend the maturity to October 2022.

Certain of our properties, which had a net book value of approximately $ 153.8 million at December 31, 2021, serve as collateral for mortgages payable.

We maintain unsecured lines of credit that, as of December 31, 2020, provided for borrowings of up to $ 600.0 million, including a separate $ 20.0 million liquidity line and a $ 580.0 million syndicated line.

The syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

As of December 31, 2021, we maintained unsecured lines of credit that provided for borrowings of up to $ 520.0 million.

The unsecured lines of credit as of December 31, 2021 included a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

As of December 31, 2021 and following the July amendments discussed below, the syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of funds from operations on a cumulative basis.

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2021 Transactions

Unsecured term loan

In March 2021 and June 2021, we paid down a total of $ 50.0 million of borrowings under our $ 350.0 million unsecured term loan with cash on hand, reducing the outstanding balance to $ 300.0 million as of December 31, 2021.

Redemption of the 2023 and 2024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 2031

In April 2021, we completed a partial redemption of $ 150.0 million aggregate principal amount of our $ 250.0 million 3.875 % senior notes due December 2023, for $ 163.0 million in cash, which includes a make-whole premium of $ 13.0 million and the write-off of approximately $ 1.0 million of debt discount and debt origination costs.

The make-whole premium and the write-off of debt discount and debt origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.

Subsequent to this redemption, $ 100.0 million aggregate principal amount of the Notes remained outstanding, until the redemption in August 2021, described below.

In August 2021, we completed a public offering of $ 400.0 million in senior notes due 2031.

The notes were priced at 98.552 % of the principal amount to yield 2.917 % to maturity.

The notes pay interest semi-annually at a rate of 2.750 % per annum and mature on September 1, 2031.

The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $ 390.7 million.

We used the net proceeds from the sale of the notes to redeem all remaining 3.875 % senior notes due 2023, $ 100.0 million in aggregate principal amount outstanding, and all 3.750 % senior notes due 2024, $ 250.0 million in aggregate principal outstanding.

The redemptions occurred in September 2021 and included a make-whole premium of $ 31.9 million and the write-off of approximately $ 1.9 million of debt discount and debt origination costs.

The make-whole premium and the write-off of debt discount and origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations.

The remaining proceeds were used for general corporate purposes.

Unsecured Lines of Credit Extension

In July 2021, we amended our unsecured lines of credit and extended the maturity date from October 2021 to July 2025, which may be extended by an additional year by exercising two six-month extension options.

The amendment eliminated the LIBOR floor, which was previously 0.25 %, and entitles us to a one basis point annual reduction in the interest rate if we meet certain sustainability thresholds.

Other pricing terms remained the same.

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 0.25 % 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.

Atlantic City Mortgage

During 2021, we completed the principal payments of certain mortgage notes secured by the Atlantic City property with stated interest rates that ranged from 5.14 % to 6.27 % and which were scheduled to mature in 2021.

The effective interest rate for the remaining notes remains 5.05 % as established upon acquisition.

The stated rates for the remaining secured notes ranged from 6.44 % to 7.65 % with maturity dates between December 2024 and December 2026.

Southaven Mortgage

In October 2021, the joint venture that owns the Southaven, MS outlet center exercised its option to extend the maturity of the Southaven, MS mortgage to April 2023 and paid down the principal balance by $ 11.3 million to $ 40.1 million.

The interest rate remains LIBOR + 1.80 %.

The outlet center is consolidated for financial reporting purposes and we funded the entire $ 11.3 million.

2020 Transactions

Unsecured lines of credit and Term Loan Covenant Modifications

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In addition, our interest rate spread over LIBOR on our $ 350.0 million unsecured term loan increased from 0.90 % to 1.0 %.

2018 Transactions

Increased Borrowing Capacity and Extension of Unsecured Lines of Credit

In January 2018, we closed on amendments to our unsecured lines of credit, which increased the borrowing capacity from $ 520.0 million to $ 600.0 million and extended the maturity date from October 2019 to October 2021, with a one-year extension option.

We also reduced the interest rate spread over LIBOR from 0.90 % to 0.875 %, and increased the incremental borrowing availability through an accordion feature on the syndicated line from $ 1.0 billion to $ 1.2 billion.

Loan origination costs associated with the amendments totaled approximately $ 2.3 million.

Southaven, MS Mortgage

In February 2018, the consolidated joint venture that owns the Tanger outlet center in Southaven, Mississippi amended and restated the $ 60.0 million mortgage loan secured by the property that was scheduled to mature in April 2018.

The amended and restated loan reduced the principal balance to $ 51.4 million, increased the interest rate from LIBOR + 1.75 % to LIBOR + 1.80 % and extended the maturity to April 2021, with a two-year extension option.

In March 2018, the consolidated joint venture entered into an interest rate swap, effective March 1, 2018, that fixed the base LIBOR rate at 2.47 % on a notional amount of $ 40.0 million through January 31, 2021.

Unsecured Term Loan

In October 2018, we amended and restated our unsecured term loan, increasing the size of the loan from $ 325.0 million to $ 350.0 million, extending the maturity from April 2021 to April 2024, and reducing the interest rate spread over LIBOR from 0.95 % to 0.90 %.

The $ 25.0 million of proceeds were used to pay down the balances outstanding under our unsecured lines of credit.

Debt Maturities

Maturities of the existing long-term debt as of December 31, 2020 for the next five years and thereafter are as follows (in thousands):

Maturities of our consolidated existing long-term debt as of December 31, 2021 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

2021 $ 57,193

Thereafter 700,000

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Total $ 1,397,076

Given the financial implications of COVID-19, we have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs.

Given the financial implications of the COVID-19 pandemic, we have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs.

These other sources include but are not limited to:

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January 1, 2021 February 1, 2024 100,000 1 month LIBOR 0.22 % 1,331 ( 139 )

March 1, 2021 February 1, 2024 25,000 1 month LIBOR 0.24 % 326 —

Total $ 2,026 $ ( 3,358 )

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Interest Rate Swaps (Effective Portion):

Amount of gain (loss) recognized in OCI

$ ( 2,934 ) $ ( 6,174 ) $ 405

Amount of gain (loss) recognized in other comprehensive income (loss) $ 5,383 $ ( 2,934 ) $ ( 6,174 )

Fair Value Measurements

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Short-term government securities (cash and cash equivalents) $ 158,197 $ 158,197 $ — $ —

Interest rate swaps (prepaids and other assets) 2,485 — 2,485 —

Total assets $ 160,682 $ 158,197 $ 2,485 $ —

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Fair value as of December 31, 2020:

Interest rate swaps (prepaids and other assets) $ 1,018 $ — $ 1,018 $ —

Short-term government securities (cash and cash equivalents) $ 87,081 $ 87,081 $ — $ —

Total assets $ 87,081 $ 87,081 $ — $ —

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Long-lived assets $ 29,460 $ — $ — $ 29,460

Fair value as of December 31, 2020:

Long-lived assets $ 46,950 $ — $ — $ 46,950

Fair value as of March 31, 2020:

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Long-lived assets $ 10,000 $ — $ — $ 10,000

Fair value as of September 30, 2018:

Long-lived assets $ 50,000 $ — $ — $ 50,000

Foxwoods Impairments

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The estimated fair value was based on the income approach.

During the fourth quarter of 2021, due to a decrease in the estimated hold period and declining operating results, we recorded an additional impairment charge of $ 7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value.

The estimated fair value was based on the income approach.

Discount rates and terminal capitalization rates utilized in the approach above were derived from property-specific information, market transactions and other financial and industry data.

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The table below summarizes the terminal capitalization rate and discount rate used:

December 31, 2020 March 31, 2020

December 31, 2021 December 31, 2020 March 31, 2020

Terminal capitalization rate 8.3 % 7.8 % 7.8 %

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Jeffersonville Impairments

During the fourth quarter of 2019, in anticipation of store closings and declining operating results, we recorded an impairment charge of $ 37.6 million in our consolidated statement of operations which equaled the excess of the carrying value of our Jeffersonville outlet center over its estimated fair value.

The estimated fair value was based on the income approach.

During the fourth quarter of 2020, due to the pending sale in January 2021 of the outlet center we recorded an additional impairment charge of $ 2.4 million in our consolidated statement of operations which equaled the excess of the carrying value of our Jeffersonville outlet center over its estimated fair value.

The estimated fair value was based on the market approach.

During the fourth quarter of 2019, in anticipation of further store closings and declining operating results, we recorded an additional impairment charge of $ 37.6 million in our consolidated statement of operations which equaled the excess of the carrying value of our Jeffersonville outlet center over its estimated fair value.

The estimated fair value was based on the income approach.

During the third quarter 2018, we determined that the estimated future undiscounted cash flows of our Jeffersonville outlet center did not exceed the property's carrying value.

This shortfall was due to an expected decline in operating results caused by anticipated store closures from bankruptcy filings and brand-wide restructurings and a shift in the local competitive environment.

Accordingly we recorded a $ 49.7 million impairment charge in our consolidated statement of operations which equaled the excess of the carrying value of our Jeffersonville outlet center over its estimated fair value.

The estimated fair value was based on the income approach.

Discount rates and terminal capitalization rates utilized in the approach above were derived from property-specific information, market transactions and other financial and industry data.

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The table below summarizes the terminal capitalization rate and discount rate used:

December 31, 2019 September 30, 2018

December 31, 2019

Terminal capitalization rate 12.0 %

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Exchange of Class A limited partnership units 33,084 116,530 49,511

At-the-Market Offering

Under our at-the-market stock offering program (“ATM Offering”), which commenced February 2021, we may offer and sell our common shares, $ 0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $ 250.0 million (the “Shares”).

We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares.

Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding.

We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes.

As of December 31, 2021, we had approximately $ 60.1 million remaining available for sale under the ATM Offering program.

The following table sets forth information regarding settlements under our ATM offering program:

2021 2020 2019

Number of common shares settled during the period 10,009,263 — —

Average price per share $ 18.97 $ — $ —

Aggregate gross proceeds (in thousands) $ 189,868 $ — $ —

Aggregate net proceeds after commissions and fees (in thousands) $ 186,969 $ — $ —

Share Repurchase Program

In May 2017, the Company announced that our Board of Directors authorized the repurchase of up to $ 125.0 million of its outstanding common shares as market conditions warrant over a period commencing on May 19, 2017 and expiring on May 18, 2019.

In February 2019, the Company’s Board of Directors authorized the repurchase of an additional $ 44.3 million of our outstanding common shares for an aggregate authorization of $ 169.3 million until May 2021.

In May 2021, the Company’s Board of Directors authorized the repurchase of up to $ 80.0 million of the Company’s outstanding shares through May 31, 2023.

This authorization replaced a previous repurchase authorization for approximately $ 80.0 million that expired in May 2021.

In June 2020, we amended our debt agreements primarily to improve future covenant flexibility and such amendments included a prohibition on share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”).

The Company temporarily suspended share repurchases for the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the Repurchase Covenant.

On July 1, 2021, the Repurchase Covenant expired.

Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares.

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The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.

The Company has temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 as the June 2020 amendments to our debt agreements for our lines of credit and bank term loan prohibit share repurchases during such time and in order to preserve our liquidity position.

The Company did not repurchase any shares for the year ended December 31, 2021 and 2020.

The remaining amount authorized to be repurchased under the program as of December 31, 2021 was approximately $ 80.0 million.

Shares repurchased during the years ended December 31, 2021, 2020 and 2019 were as follows:

Year Ended December 31,

2021 2020 2019

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Total price paid exclusive of commissions and related fees (in thousands) $ — $ — $ 19,976

The remaining amount authorized to be repurchased under the program as of December 31, 2020 was approximately $ 80.0 million.

Partners' Equity of the Operating Partnership

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Exchange of Class A limited partnership units — ( 116,530 ) 116,530 —

Grant of restricted common share awards by the Company — — 242,167 242,167

Repurchase of units — — ( 1,209,328 ) ( 1,209,328 )

Grant of restricted common share awards by the Company, net of forfeitures — — 611,350 611,350

Issuance of deferred units — — 6,258 6,258

Balance December 31, 2020 1,000,000 4,794,643 92,569,801 97,364,444

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Exchange of Class A limited partnership units — ( 33,084 ) 33,084 —

Grant of restricted common share awards by the Company — — 611,350 611,350

Issuance of deferred units — — 6,258 6,258

Grant of restricted common share awards by the Company, net of forfeitures — — 569,779 569,779

Issuance of units 100,000 — 9,909,263 9,909,263

Options exercised — — 42,100 42,100

Balance December 31, 2021 1,100,000 4,761,559 102,984,734 107,746,293

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The 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.

In 2020 and 2019, adjustments of the noncontrolling interest in the Operating Partnership were made as a result of the changes in the Company's ownership of the Operating Partnership from additional units received in connection with the Company's issuance of common shares upon the exercise of options and grants of share-based compensation awards, additional units received upon the exchange of Class A common limited partnership units of the Operating Partnership into an equal number of common shares of the Company, and units repurchased by the Operating Partnership as a result of the Company's repurchase of its outstanding common shares.

In 2021 and 2020, adjustments to the noncontrolling interest in the Operating Partnership were made as a result of the changes in the Company's ownership of the Operating Partnership from additional units received in connection with the Company's issuance of common shares under the ATM offering program and upon the exercise of options and grants of share-based compensation awards, additional units received upon the exchange of Class A common limited partnership units of the Operating Partnership into an equal number of common shares of the Company, and units repurchased by the Operating Partnership as a result of the Company's repurchase of its outstanding common shares.

As discussed in Note 12, for the years ended December 31, 2021 and 2020, Non-Company LPs exchanged 33,084 and 116,530 Class A common limited partnership units of the Operating Partnership, respectively, for an equal number of common shares of the Company.

In addition, for the years ended December 31, 2019 and 2018, the Company repurchased approximately 1,209,328 and 919,249 common shares, respectively, on the open market and the Operating Partnership repurchased an equal number of units held by the Company.

The Company repurchased no common shares in 2020 and 2021.

The changes in the Company's ownership interests in the subsidiaries impacted consolidated equity during the periods shown as follows (in thousands):

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Basic weighted average common shares 100,418 92,618 92,808

Effect of outstanding options and certain restricted common shares — — 1

Effect of notional units 809 — —

Effect of outstanding options 752 — —

Diluted weighted average common shares 101,979 92,618 92,808

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Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period.

For the years ended December 31, 2020, 2019, and 2018, approximately 1.7 million, 1.1 million and 1.0 million units were excluded from the computation, respectively, because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.

For the years ended December 31, 2021, 2020 and 2019, approximately 506,000 , 1.7 million and 1.1 million units were excluded from the computation, respectively, because these units would not have been issuable if the end of the reporting period were the end of the contingency period or because they were anti-dilutive.

With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period.

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Basic weighted average common units 105,208 97,521 97,766

Effect of outstanding options and certain restricted common units — — 1

Effect of notional units 809 — —

Effect of outstanding options 752 — —

Diluted weighted average common units 106,769 97,521 97,766

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

There were no material securities which had a dilutive effect on earnings per common share for the years ended December 31, 2020, 2019 and 2018.

There were no material securities which had a dilutive effect on earnings per common unit for the years ended December 31, 2021, 2020 and 2019.

Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period.

The notional units are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method.

With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period.

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Equity-Based Compensation

When a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiaries.

When a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiary, the Tanger LP Trust.

Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership.

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Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules.

The non-employee directors' restricted common shares generally vest ratably over a three year period and the senior executive officers' restricted common shares (other than our Chief Executive Officer's) generally vest ratably over periods ranging from three to five years.

For the restricted common shares and restricted share units issued to our chief executive officer during 2020, 2019 and 2018, the award agreements generally require him to hold the shares or units issued to him for a minimum of three years following each applicable vesting date or the share issuance date, as applicable.

The non-employee directors' restricted common shares generally vest ratably over a three year period and the senior executive officers' restricted common shares generally vest ratably over periods ranging from three to five years.

Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted common shares and restricted share units.

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(3) Includes 68,494 restricted share units.

The table above excludes restricted common shares earned under the 2014 Outperformance Plan.

In connection with the 2014 Outperformance Plan, we issued approximately 184,000 restricted common shares in January 2017, with approximately 94,000 vesting immediately and the remaining 90,000 vesting in January 2018, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

The table above excludes restricted common shares earned under the 2018 Performance Share Plan.

In connection with the 2018 Performance Share Plan, we issued approximately 76,000 restricted common shares in February 2021, with approximately 49,000 vesting during 2021 and the remaining 27,000 vesting in February 2022, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

The total value of restricted common shares vested during the years ended 2021, 2020 and 2019 was $ 9.4 million, $ 4.2 million and $ 9.2 million, respectively.

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Notional Unit Performance Awards

Outperformance Plan

Performance Share Plan

Each year, the Compensation Committee of Tanger Factory Outlet Centers, Inc.

approves the terms and the number of awards to be granted under the Tanger Factory Outlet Centers, Inc.

Outperformance Plan (the “OPP").

The OPP is a long-term incentive compensation plan.

Performance Share Plan (the “PSP"), formerly titled the "Outperformance Plan".

The PSP is a long-term incentive compensation plan.

Recipients may earn units which may convert, subject to the achievement of the goals described below, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period.

For all recipients (other than our chief executive officer), any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares vesting immediately following the measurement period, and the remaining 50 % vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability.

For our chief executive officer, any shares earned at the end of the three-year measurement period remain subject to a time-based vesting schedule and are issued following vesting, with 50 % of the shares vesting immediately following issuance, and the remaining 50 % vesting one year thereafter, contingent upon continued employment with the Company through the vesting dates (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or due to retirement or (c) due to death or disability).

The following table sets forth OPP performance targets and other relevant information about each plan:

For all recipients, any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares vesting immediately following the measurement period, and the remaining 50 % vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

The following table sets forth PSP performance targets and other relevant information about each plan:

Performance targets

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N/A $ 3.11 N/A N/A N/A

(1) The number of restricted common shares received under the 2020, 2019 and 2018 OPP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group.

August 2021 grant date fair value per share (4)

$ 12.44 N/A N/A N/A N/A

(1) The number of restricted common shares received under the 2021, 2020 and 2019 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group.

The peer group is based on companies included in the FTSE NAREIT Retail Index.

(2) On February 13, 2020, the measurement period for the 2017 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan.

Accordingly, all 2017 OPP performance awards were automatically forfeited.

(3) On February 15, 2019, the measurement period for the 2016 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan.

Accordingly, all 2016 OPP performance awards were automatically forfeited.

(2) On February 13, 2020, the measurement period for the 2017 PSP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan.

Accordingly, all 2017 PSP performance awards were automatically forfeited.

(3) In April 2020, Mr.

Yalof was awarded 205,480 notional units under the 2020 OPP.

Yalof was awarded 205,480 notional units under the 2020 PSP.

These awards have the same terms as the awards our executive officers received in February 2020.

The fair values of the OPP awards granted during the years ended December 31, 2020, 2019, and 2018 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

(4) In August of 2021, additional awards under the 2021 PSP were granted to recently hired senior executive officers whereby a maximum of approximately 26,000 restricted common shares may be earned.

The fair values of the PSP awards granted during the years ended December 31, 2021, 2020 and 2019 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

2021 2020 2019

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(3) Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.

The following table sets forth OPP activity for the years ended December 31, 2020, 2019, and 2018:

Unvested OPP Awards

The following table sets forth PSP activity for the years ended December 31, 2021, 2020 and 2019:

Unvested PSP Awards

Number of units Weighted average grant date fair value

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Awarded 668,824 9.76

( 76,478 ) 12.42

Forfeited ( 475,854 ) 11.03

Outstanding as of December 31, 2021 1,826,266 $ 8.82

(1) Represents the units under the 2018 PSP that are no longer outstanding and have been settled in restricted common shares.

Option Awards

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1,595,600 $ 10.68 7.64 780,800 $ 13.12

1,805,700 $ 17.76 6.06 310,300 $ 28.61

A summary of option activity under the Plan for the years ended December 31, 2021, 2020 and 2019 (aggregate intrinsic value amount in thousands):

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Outstanding as of December 31, 2018 534,500 $ 25.56

Granted 331,000 21.94

Exercised — —

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Outstanding as of December 31, 2019 523,300 $ 25.57 6.06 $ —

Granted 1,334,500 6.79

Exercised — —

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Outstanding as of December 31, 2020 1,805,700 $ 11.69 8.30 $ —

Granted 1,334,500 —

Exercised ( 42,100 ) 6.31

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In September 2020, the Company granted 334,500 options to non-executive employees of the Company.

The exercise price of the options granted during the third quarter was $ 5.73 per share which equaled the closing market price of the Company's common shares on the day prior to the grant date.

The exercise price of the options granted was $ 5.73 per share which equaled the closing market price of the Company's common shares on the day prior to the grant date.

The options expire 10 years from the date of grant and 20 % of the options become exercisable in each of the first 5 years commencing one year from the date of grant.

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and forfeiture rate 0.0 %.

During February 2018, the Company granted 331,000 options to non-executive employees of the Company.

The exercise price of the options granted during the first quarter of 2018 was $ 21.94 per share which equaled the closing market price of the Company's common shares on the day prior to the grant date.

The options expire 10 years from the date of grant and 20 % of the options become exercisable in each of the first five years commencing one year from the date of grant.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $ 3.62 and included the following weighted-average assumptions:

expected dividend yield 6.24 %;

expected life of 7.1 years;

expected volatility of 32.47 %;

a risk-free rate of 2.8 %;

and forfeiture rates of 3.0 % to 10.0 % dependent upon the employee's position within the Company.

The total intrinsic value of options exercised during the year ended December 31, 2018 was $ 8,000 .

For the years ended December 31, 2020 2019 and 2018, no options were exercised.

401(k) Retirement Savings Plan

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Other comprehensive income (loss) before reclassifications 4,062 ( 3,755 ) 307 217 ( 202 ) 15

Reclassification out of accumulated other comprehensive income into interest expense — ( 1,951 ) ( 1,951 ) — ( 105 ) ( 105 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,454 ( 2,105 ) 1,349 184 ( 112 ) 72

Balance December 31, 2019 ( 25,094 ) ( 401 ) ( 25,495 ) ( 1,369 ) ( 24 ) ( 1,393 )

Other comprehensive income (loss) before reclassifications 1,695 ( 6,749 ) ( 5,054 ) 88 ( 359 ) ( 271 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,454 ( 2,105 ) 1,349 184 ( 112 ) 72

Reclassification out of accumulated other comprehensive income (loss) into interest expense — 3,964 3,964 — 210 210

Balance December 31, 2020 ( 23,399 ) ( 3,186 ) ( 26,585 ) ( 1,281 ) ( 173 ) ( 1,454 )

Other comprehensive income (loss) before reclassifications 223 3,776 3,999 30 179 209

Reclassification out of accumulated other comprehensive income into interest expense — 3,964 3,964 — 210 210

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,463 1,362 4,825 167 66 233

Balance December 31, 2021 $ ( 19,713 ) $ 1,952 $ ( 17,761 ) $ ( 1,084 ) $ 72 $ ( 1,012 )

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 1.1 million of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2020.

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 451,000 of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2021.

Accumulated Other Comprehensive Loss of the Operating Partnership

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Other comprehensive income (loss) before reclassifications 4,279 ( 3,957 ) 322

Reclassification out of accumulated other comprehensive income into interest expense — ( 2,056 ) ( 2,056 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,638 ( 2,217 ) 1,421

Balance December 31, 2019 ( 26,463 ) ( 425 ) ( 26,888 )

Other comprehensive income (loss) before reclassifications 1,783 ( 7,108 ) ( 5,325 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,638 ( 2,217 ) 1,421

Reclassification out of accumulated other comprehensive income (loss) into interest expense — 4,174 4,174

Balance December 31, 2020 ( 24,680 ) ( 3,359 ) ( 28,039 )

Other comprehensive income (loss) before reclassifications 253 3,955 4,208

Reclassification out of accumulated other comprehensive income into interest expense — 4,174 4,174

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,630 1,428 5,058

Balance December 31, 2021 $ ( 20,797 ) $ 2,024 $ ( 18,773 )

Supplementary Income Statement Information

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Lease Agreements

On January 1, 2019, we adopted ASC 842, which supersedes ASC 840.

We adopted ASC 842 using the modified retrospective approach, whereby there was no cumulative effect adjustments to retained earnings on adoption and prior periods were not restated.

Accordingly, our leases and lease related costs, as both lessee and lessor, and lease related receivables, as lessor, are presented under ASC 842 for the year ended December 31, 2020 and 2019 and under ASC 840 the year ended December 31, 2018.

As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of 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 in the consolidated statements of operations.

As a result of the adoption of ASC 842, the amounts disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 as base rentals, percentage rentals and expense reimbursements have now been combined into rental revenues on the consolidated statements of operations to conform to the current year presentation.

In addition, certain amounts previously included in expense reimbursements in our Annual Report on Form10-K for the year ended December 31, 2018, which are not related to leases have been reclassified to management, leasing and other services and other revenues on the consolidated statements of operations to conform to the current year presentation.

See Note 6 for additional details on the amounts reclassified to management, leasing and other services.

ASC 842 requires certain other accounting changes effective January 1, 2019 where prior year amounts are not reclassified or restated.

Uncollectible tenant revenues previously recorded in general and administrative expense are recorded in rental revenues as a contra-revenue account in 2019.

See Note 2 for addition information on uncollectible tenant revenues.

As a result of combining all components of a lease, all fixed contractual payments, including consideration received from certain executory costs, are now recognized on a straight-line basis.

For the years ended December 31, 2020 and 2019, we recorded a straight-line rent adjustment of $ 4.4 million and $ 6.4 million, respectively in rental revenues in our consolidated statements of operations to record revenues from executory costs on a straight-line basis.

In addition, direct internal leasing costs are capitalized, however, indirect internal leasing costs previously capitalized are now expensed.

We 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 in the consolidated statements of operations.

For the years ended December 31, 2021, 2020 and 2019 we recorded a straight-line rent adjustment of $ 1.9 million, $ 4.4 million and $ 6.4 million, respectively, as an increase to rental revenues in our consolidated statements of operations to record revenues from executory costs on a straight-line basis.

In addition, direct internal leasing costs are capitalized;

however, indirect internal leasing costs are expensed.

We only capitalize the portion of these types of costs incurred that are a direct result of an executed lease.

For the years ended December 31, 2020 and 2019, lease costs of approximately$ 4.7 million and $ 4.9 million, respectively were expensed which would have been capitalized under ASC 840.

As a lessee, the new standard also provides a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation.

We elected the package of practical expedients which, among other items, precludes us from needing to reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) initial direct costs for any existing leases.

Information as Lessor Under ASC 842

As of December 31, 2021, we were the lessor to over 2,200 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2022 to 2035, with certain agreements containing extension options.

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For the years ended December 31, 2021, 2020 and 2019, the components of rental revenues are as follows (in thousands):

2021 2020 2019

Rental revenues - fixed $ 298,095 $ 289,676 $ 360,513

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Thereafter 167,935

(1) Does not include rents deferred related to the COVID-19 pandemic and or lease modifications that were in process as of December 31, 2020.

Information as Lessee Under ASC 842

Adoption of the new standard resulted in the recording of operating lease right-of-use assets and operating lease liabilities, of $ 90.4 million and $ 95.1 million, respectively, as of January 1, 2019 equal to the present value of the minimum lease payments required under each lease.

The difference between the recorded operating lease liability and operating right-of-use assets represents the accrued straight-line rent liability and our prepaid rent balances previously recognized under ASC 840.

As of December 31, 2021 and 2020 we have operating lease right-of-use assets $ 79.8 million and $ 81.5 million and operating lease liabilities of $ 88.9 million, and $ 90.1 million respectively.

In March 2019, we sold our Ocean City outlet center, which had an operating lease right-of-use asset and operating lease liability of approximately $ 2.5 million.

In 2020, we recorded impairment charge of $ 64.8 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value of which $ 4.0 million of the impairment charge was allocated to the right-of-use asset.

In 2020, we recorded impairment charges of $ 64.8 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value of which $ 4.0 million of the impairment charge was allocated to the right-of-use asset.

In 2021, we recorded an impairment charge of $ 7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value of which $ 563,000 of the impairment charge was allocated to the right-of-use asset.

Our non-cancelable operating leases, with terms in excess of one year, have terms, including certain extension options, that expire from 2028 to 2101.

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Myrtle Beach Hwy 17, Atlantic City, Sevierville, Riverhead, Foxwoods and Rehoboth Beach and the lease of our corporate office in Greensboro, North Carolina.

For the year ended December 31, 2020, the components of lease costs are as follows (in thousands):

For the years ended December 31, 2021, 2020 and 2019, the components of lease costs are as follows (in thousands):

2021 2020 2019

Operating lease costs $ 5,511 $ 5,531 $ 5,519

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Weighted - average discount rate 5.0 %

Cash flow information related to leases for the year ended December 31, 2020 was as follows (in thousands):

December 31, 2020 December 31, 2019

Cash flow information related to leases for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):

December 31, 2021 December 31, 2020 December 31, 2019

Operating cash outflows related to operating leases $ 5,613 $ 5,568 $ 5,569

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Present value of lease liabilities $ 88,874

Information as Lessee Under ASC 840

As of December 31, 2018, our non-cancelable operating leases have terms, including certain extension options, that expire from 2019 to 2101.

Rental payments for these leases totaled approximately $ 7.2 million for the year ended December 31, 2018.

As of December 31, 2018, the majority of our rental payments are related to ground leases at the following outlet centers:

Myrtle Beach Hwy 17, Atlantic City, Ocean City, Sevierville, Riverhead, Foxwoods and Rehoboth Beach and the lease of our corporate office in Greensboro, North Carolina.

The contingent portion of our ground lease payments is based on center performance and/or changes in an index.

Commitments and Contingencies

We are also subject to legal proceedings and claims, which arise from time to time in the ordinary course of our business and have not been finally adjudicated.

We are subject to legal proceedings and claims, which arise from time to time in the ordinary course of our business and have not been finally adjudicated.

In our opinion, the ultimate resolution of these matters is not expected to have a material effect on our consolidated financial statements.

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In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets.

Our occupancy at our consolidated centers has declined from 97 % at the end of 2019 to 92 % at then end of 2020.

If our occupancy continues to decline, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

Our occupancy at our consolidated centers has increased from 92 % at the end of 2020 to 95 % at then end of 2021.

If our occupancy declines, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

Employment Agreements

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The agreements also provide for severance payments under certain circumstances.

We are also party to an executive severance plan with certain other executives that provide for severance payments under certain circumstances.

We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance.

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Subsequent Events

In January 2021, the Company's Board of Directors declared a $ 0.1775 cash dividend per common share payable on February 12, 2021 to each shareholder of record on January 29, 2021, and the Trustees of Tanger GP Trust declared a $ 0.1775 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Jeffersonville

In January 2021, we sold a non-core outlet center in Jeffersonville, OH for net proceeds of $ 8.1 million, which resulted in no gain or loss on sale of assets.

Equity Grants

During February 2021, the Compensation Committee of the Company approved the general terms of the Tanger Factory Outlet Centers, Inc.

2021 Outperformance Plan (the “2021 OPP”) covering the Company's senior executive officers whereby the value of approximately $ 6.2 million restricted common shares may be earned if certain share price appreciation goals are achieved over a three year measurement period.

Also during February 2021, the Company granted a value of approximately $ 5.8 million restricted common shares and restricted share units to the Company's non-employee directors and the Company's senior executive officers.

Quarterly Financial Data of the Company (Unaudited)

The following table sets forth the Company's summarized quarterly financial information for the years ended December 31, 2020 and 2019 (unaudited and in thousands, except per common share data).

This information is not required for the Operating Partnership:

Year Ended December 31, 2020 (1)

First Quarter (2)

Second Quarter (3),(5)

Third Quarter (4),(5)

Fourth Quarter (6)

Total revenues $ 111,633 $ 63,990 $ 103,213 $ 111,155

Net income (loss) ( 28,119 ) ( 23,890 ) 13,719 277

Income (loss) attributable to Tanger Factory Outlet Centers, Inc.

( 26,882 ) ( 22,688 ) 13,029 263

Income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.

$ ( 27,398 ) $ ( 22,864 ) $ 12,883 $ 260

Basic earnings per common share:

Net income (loss) $ ( 0.30 ) $ ( 0.25 ) $ 0.14 $ —

Diluted earnings per common share:

Net income (loss) $ ( 0.30 ) $ ( 0.25 ) $ 0.14 $ —

(1) Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.

(2) In first quarter of 2020, net loss includes an impairment charge of $ 45.7 million related to our Foxwoods outlet center.

(3) The second quarter net loss includes our share of an impairment charge totaling $ 3.1 million in the 2020 period related to the Saint-Sauveur, Quebec outlet center in our Canadian joint venture.

(4) In the third quarter of 2020, net income includes a $ 2.3 million gain recorded on the sale of Terrell outlet center.

(5) We had significant revenue reductions caused by the COVID-19 pandemic.

(6) In fourth quarter of 2020, net income includes an impairment charges of $ 21.6 million related to our Foxwoods and Jeffersonville outlet centers.

Year Ended December 31, 2019 (1)

First Quarter (2)

Second Quarter Third Quarter Fourth Quarter (3)

Total revenues $ 123,155 $ 115,707 $ 118,994 $ 120,492

Net income (loss) 65,841 14,457 24,809 ( 12,379 )

Income (loss) attributable to Tanger Factory Outlet Centers, Inc.

62,331 13,727 23,546 ( 11,749 )

Income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.

$ 61,720 $ 13,613 $ 23,241 $ ( 12,055 )

Basic earnings per common share :

Net income (loss) $ 0.66 $ 0.15 $ 0.25 $ ( 0.13 )

Diluted earnings per common share:

Net income (loss) $ 0.66 $ 0.15 $ 0.25 $ ( 0.13 )

(1) Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.

(2) In the first quarter of 2019, net income includes a $ 43.4 million gain recorded on the sale of our Nags Head, Ocean City, Park City, and Williamsburg outlet centers.

(3) In the fourth quarter of 2019, net loss includes a $ 37.6 impairment charge related to our Jeffersonville, Ohio outlet center.

In January 2022, the Company's Board of Directors declared a $ 0.1825 cash dividend per common share payable on February 15, 2022 to each shareholder of record on January 31, 2022, and a $ 0.1825 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

TANGER FACTORY OUTLET CENTERS, INC.

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Howell Howell, MI — 2,250 35,250 — 17,053 2,250 52,303 54,553 30,492 2002 (5)

Jeffersonville (7)

Jeffersonville, OH — 2,752 111,276 ( 2,498 ) ( 103,079 ) 254 8,197 8,451 19 2011 (5)

Lancaster Lancaster, PA — 3,691 19,907 6,656 65,756 10,347 85,663 96,010 37,661 1994 (5)

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(6) Amounts net of $ 6.4 million impairment charges taken during 2021 consisting of a write-off of approximately $ 8.6 million of building and improvement cost and $ 2.2 million of accumulated depreciation.

(7) Amounts net of $ 86.8 million impairment charges taken during 2020, 2019 and 2018 consisting of a write-off of approximately $ 2.5 million of land, $ 117.9 million of building and improvement cost and $ 33.6 million of accumulated depreciation.

Amounts net of $ 60.1 million impairment charges taken during 2020 consisting of a write-off of approximately $ 89.8 million of building and improvement cost and $ 29.7 million of accumulated depreciation.

TANGER FACTORY OUTLET CENTERS, INC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures