TANGER INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Tanger Factory Outlet Centers, Inc. (a) Evaluation of disclosure control procedures. The President and Chief Executive Officer, Stephen J. Yalof (Principal Executive Officer), and Chief Financial Officer, James F. Williams (Principal Financial Officer), evaluated the effectiveness of the Company's disclosure controls and procedures and concluded that, as of December 31, 2021, the Company's disclosure controls and procedures were effective to ensure that the information the Company 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 Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the President and Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. (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 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: (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; (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 Company are being made only in accordance with authorizations of management and directors of the Company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. 66 The Company's management has evaluated the effectiveness of the Company'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, the Company's management has concluded that the Company'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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of the Company's internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. (c) There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Tanger Properties Limited Partnership (a) Evaluation of disclosure control procedures. 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 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 the board of directors of Tanger Factory Outlet Centers, Inc., as the Operating Partnership's sole general partner; and (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. 67 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. (c) There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION All information required to be disclosed in a report on Form 8-K during the fourth quarter of 2021 was reported. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III 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. Only those sections of the Proxy Statement which specifically address the items set forth herein are incorporated by reference. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information concerning the Company's directors required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2022 Annual Meeting of Shareholders. The information concerning the Company's executive officers required by this Item is incorporated herein by reference to the section at the end of Part I, entitled “Information About The Executive Officers of Tanger Factory Outlet Centers, Inc.” The information concerning our Company Code of Ethics required by this Item, which is posted on our website at www.tangeroutlet.com, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2022 Annual Meeting of Shareholders. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC. The additional information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2022 Annual Meeting of Shareholders. 68 ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2022 Annual Meeting of Shareholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS. The information concerning the security ownership of certain beneficial owners and management required by this Item is incorporated by reference herein to the Company's Proxy Statement to be filed with respect to the Company's 2022 Annual Meeting of Shareholders. The table below provides information as of December 31, 2021 with respect to compensation plans under which our equity securities are authorized for issuance. For each common share issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiaries. Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "common shares" is meant to also include corresponding units of the Operating Partnership. Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity compensation plans approved by security holders 2,421,866 (1) $ 16.62 2,110,394 (2) Equity compensation plans not approved by security holders 1,000,000 (3) 7.15 — Total 3,421,866 $ 10.68 2,110,394 (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. Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights. (3) Includes 1,000,000 common shares issuable upon the exercise of outstanding options (500,000 of which are vested and exercisable) that were issued to our Chief Executive Officer, Stephen J. 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 options to purchase common shares have an exercise price of $7.15. 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. Vested options will become exercisable on and after the date the fair market value of the Common Shares underlying the options is at least equal to 110% of the exercise price of the options. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2022 Annual Meeting of Shareholders. 69 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2022 Annual Meeting of Shareholders. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) and (2) Documents filed as a part of this report: (a) (1) Financial Statements Reports of Independent Registered Public Accounting Firm (Tanger Factory Outlet Centers, Inc.) (PCAOB ID No. 34 ) F- 1 Reports of Independent Registered Public Accounting Firm (Tanger Properties Limited Partnership) (PCAOB ID No. 34 ) F- 4 Financial Statements of Tanger Factory Outlet Centers, Inc. Consolidated Balance Sheets - December 31, 2021 and 2020 F- 7 Consolidated Statements of Operations - Years Ended December 31, 202 1 , 20 20 and 20 19 F- 8 Consolidated Statements of Comprehensive Income - Years Ended December 31, 202 1 , 20 20 and 20 19 F- 9 Consolidated Statements of Shareholders' Equity - Years Ended December 31, 202 1 , 20 20 and 20 19 F- 10 Consolidated Statements of Cash Flows - Years Ended December 31, 202 1 , 20 20 and 20 19 F- 13 Financial Statements of Tanger Properties Limited Partnership Consolidated Balance Sheets - December 31, 202 1 and 20 20 F- 14 Consolidated Statements of Operations - Years Ended December 31, 202 1 , 20 20 and 201 9 F- 15 Consolidated Statements of Comprehensive Income - Years Ended December 31, 202 1 , 20 20 and 201 9 F- 16 Consolidated Statements of Equity - Years Ended December 31, 202 1 , 20 2 0 and 20 19 F- 17 Consolidated Statements of Cash Flows - Years Ended December 31, 20 21 , 20 20 and 201 9 F- 18 Notes to Consolidated Financial Statements (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership) F- 19 (a) (2) Financial Statement Schedules Schedule III Real Estate and Accumulated Depreciation F- 57 All other schedules have been omitted because of the absence of conditions under which they are required or because the required information is given in the above-listed financial statements or notes thereto. 70 3. Exhibits Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.) 3.1A Amendment to Amended and Restated Articles of Incorporation dated May 29, 1996. (Incorporated by reference to Exhibit 3.1A to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.) 3.1B Amendment to Amended and Restated Articles of Incorporation dated August 20, 1998. (Incorporated by reference to Exhibit 3.1B to the Company's Annual Report on Form 10-K for the year ended December 31, 1998.) 3.1C Amendment to Amended and Restated Articles of Incorporation dated September 30, 1999. (Incorporated by reference to Exhibit 3.1C to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.) 3.1D Amendment to Amended and Restated Articles of Incorporation dated November 10, 2005. (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated November 10, 2005.) 3.1E Amendment to Amended and Restated Articles of Incorporation dated June 13, 2007. (Incorporated by reference to Exhibit 3.1E of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.) 3.1F Articles of Amendment to Amended and Restated Articles of Incorporation dated August 27, 2008. (Incorporated by reference to Exhibit 3.1F of the Company's current report on Form 8-K dated August 29, 2008.) 3.1G Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc. dated May 18, 2011. (Incorporated by reference to Exhibit 3.1 of the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.) 3.1H Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc., dated May 24, 2012. (Incorporated by reference to Exhibit 3.1H to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.) 3.2 By-laws of Tanger Factory Outlet Centers, Inc. restated to reflect all amendments through May 18, 2012. (Incorporated by reference to Exhibit 3.2 to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.) 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. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.) 4.1A Sixth Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated July 2, 2009. (Incorporated by reference to Exhibit 4.13 to the Company's Registration Statement on Form S-3 filed on July 2, 2009.) 4.1B Seventh Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated June 7, 2010. (Incorporated by reference to Exhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated June 7, 2010.) 4.1C Eighth Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated November 25, 2013. (Incorporated by reference to Exhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated November 25, 2013.) 4.1D Ninth Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated November 21, 2014. (Incorporated by reference to Exhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated November 21, 2014.) 4.1E Tenth Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated August 8, 2016. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated August 8, 2016.) 4.1F First Amendment, dated October 13, 2016, to Tenth Supplemental Indenture dated August 8, 2016. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated October 13, 2016.) 4.1G Eleventh Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated as of July 3, 2017. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated July 3, 2017.) 71 4.2 Description of Common Shares. (Incorporated by reference to Exhibit 4.2 to the Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019) 10.1 * Incentive Award Plan of Tanger Factory Outlet Centers, Inc. 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.) 10.3 Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.) 10.3A Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.) 10.3B Second Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated September 4, 2002. (Incorporated by reference to Exhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.) 10.3C Third Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated December 5, 2003. (Incorporated by reference to Exhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.) 10.3D Fourth Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated August 8, 2006. (Incorporated by reference to Exhibit 10.12D to the Company's Registration Statement on Form S-3, dated August 9, 2006.) 10.3E Fifth Amendment to Registration Rights Agreement among the Company, The Tanger Family Limited Partnership and Stanley K. Tanger dated August 10, 2009. (Incorporated by reference to Exhibit 1.2 to the Company's Current Report on Form 8-K dated August 14, 2009.) 10.4 Registration Rights Agreement amount Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and DPSW Deer Park LLC. (Incorporated by reference to Exhibit 10.2 to the Company's and the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.) 10.5 Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.) 10.6 Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.) 10.7 COROC Holdings, LLC Limited Liability Company Agreement dated October 3, 2003. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 8, 2003.) 10.8 Form of Shopping Center Management Agreement between owners of COROC Holdings, LLC and Tanger Properties Limited Partnership. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 8, 2003.) 10.9 * Form of Restricted Share Agreement between the Company and certain Officers. (Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.) 72 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.) 10.11* Form of Tanger Factory Outlet Centers, Inc. Notional Unit Award Agreement between the Company and certain Officers. (Incorporated by reference to Exhibit 10. 2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.) 10.12* Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. (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.) 10.13* 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.) 10.14* Form of 2018 Outperformance Plan Notional Unit Award agreement between the Company and Steven B. Tanger. (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, 2018.) 10.15* Form of 2018 Restricted Share Unit Agreement between the Company and Steven B. 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.) 10.16 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. and Wells Fargo Bank, National Association. (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.) 10.20* 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.) 10.21* First Amendment to Employment Agreement of Stephen Yalof Dated April 9, 2020 (Incorporated by reference to Exhibit 10.2 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 6, 2020.) 10.22* Amended and Restated Employment Agreement of Steven B. Tanger Dated April 28, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 29, 2020.) 73 10.23* Form of Inducement Restricted Share Award Agreement between the Company and Stephen Yalof (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated April 10, 2020). 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. and Lisa J. 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 (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. 21.2 List of Subsidiaries of the Operating Partnership. 22.1 List of Subsidiary Issuers and Guarantors of Registered Securities. 23.1 Consent of Deloitte & Touche LLP (Tanger Factory Outlet Centers, Inc.) 23.2 Consent of Deloitte & Touche LLP (Tanger Properties Limited Partnership.) 31.1 Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc. 31.2 Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc. 31.3 Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 31.4 Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 32.1 Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc. 32.2 Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc. 32.3 Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 32.4 Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership. 101.INS** Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 101.SCH** Inline XBRL Taxonomy Extension Schema Document 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management contract or compensatory plan or arrangement. ** Submitted herewith. 74 ITEM 16. FORM 10-K SUMMARY None. 75 SIGNATURES of Tanger Factory Outlet Centers, Inc. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TANGER FACTORY OUTLET CENTERS, INC. By: /s/ Stephen J. Yalof Stephen J. Yalof President, Chief Executive Officer February 22, 2022 76 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: Signature Title Date /s/ Steven B. Tanger Steven B. Tanger Executive Chair of the Board February 22, 2022 /s/ Stephen J. Yalof February 22, 2022 Stephen J. Yalof Director, President, Chief Executive Officer (Principal Executive Officer) /s/ James F. Williams James F. Williams Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer February 22, 2022 /s/ Thomas J. Guerrieri Jr. Thomas J. Guerrieri Jr. Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) February 22, 2022 /s/ David B. Henry David B. Henry Lead Director February 22, 2022 /s/ Jeffrey B. Citrin Jeffrey B. Citrin Director February 22, 2022 /s/ Sandeep L. Mathrani Sandeep L. Mathrani Director February 22, 2022 /s/ Thomas J. Reddin Thomas J. Reddin Director February 22, 2022 /s/ Bridget M. Ryan-Berman Bridget M. Ryan-Berman Director February 22, 2022 /s/ Susan E. Skerritt Susan E. Skerritt Director February 22, 2022 /s/ Luis A. Ubiñas Luis A. Ubiñas Director February 22, 2022 77 SIGNATURES of Tanger Properties Limited Partnership Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TANGER PROPERTIES LIMITED PARTNERSHIP By: TANGER FACTORY OUTLET CENTERS, INC., its sole general partner By: /s/ Stephen J. Yalof Stephen J. Yalof President, Chief Executive Officer February 22, 2022 78 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: Signature Title Date /s/ Steven B. Tanger Steven B. Tanger Executive Chair of the Board February 22, 2022 /s/ Stephen J. Yalof Stephen J. Yalof Director, President, and Chief Executive Officer (Principal Executive Officer) February 22, 2022 /s/ James F. Williams James F. Williams Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer February 22, 2022 /s/ Thomas J. Guerrieri Jr. Thomas J. Guerrieri Jr. Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) February 22, 2022 /s/ Jeffrey B. Citrin Jeffrey B. Citrin Lead Director February 22, 2022 /s/ David B. Henry David B. Henry Director February 22, 2022 /s/ Sandeep L. Mathrani Sandeep L. Mathrani Director February 22, 2022 /s/ Thomas J. Reddin Thomas J. Reddin Director February 22, 2022 /s/ Bridget M. Ryan-Berman Bridget M. Ryan-Berman Director February 22, 2022 /s/ Susan E. Skerritt Susan E. Skerritt Director February 22, 2022 /s/ Luis A. Ubiñas Luis A. Ubiñas Director February 22, 2022 79 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Tanger Factory Outlet Centers, Inc. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders' 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 Company 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 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. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 Critical Audit Matter Description Rental property held and used by the Company is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Company compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. 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, 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. F-1 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the undiscounted or discounted future cash flows analysis and the assessment of expected remaining holding period included the following, among others: • 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. • 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 Charlotte, North Carolina February 22, 2022 We have served as the Company's auditor since 2016. F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Tanger Factory Outlet Centers, Inc. and subsidiaries (the “Company”) 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 (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 22, 2022, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes 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; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 22, 2022 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Properties Limited Partnership 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, 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. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 Critical Audit Matter Description Rental property held and used by the Operating Partnership is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Operating Partnership compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. 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, 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. F-4 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the undiscounted or discounted future cash flows analysis and the assessment of expected remaining holding period included the following, among others: • 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. • 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 Operating Partnership’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 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 Charlotte, North Carolina February 22, 2022 We have served as the Operating Partnership's auditor since 2016. F-5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Tanger Properties Limited Partnership Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Tanger Properties Limited Partnership and subsidiaries (the “Operating Partnership”) 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 (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Operating Partnership and our report dated February 22, 2022, expressed an unqualified opinion on those financial statements. Basis for Opinion The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes 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; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Charlotte, North Carolina February 22, 2022 F-6 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2021 2020 Assets Rental property: Land $ 268,269 $ 265,968 Buildings, improvements and fixtures 2,532,489 2,527,404 2,800,758 2,793,372 Accumulated depreciation ( 1,145,388 ) ( 1,054,993 ) Total rental property, net 1,655,370 1,738,379 Cash and cash equivalents 161,255 84,832 Investments in unconsolidated joint ventures 82,647 94,579 Deferred lease costs and other intangibles, net 73,720 84,960 Operating lease right-of-use assets 79,807 81,499 Prepaids and other assets 104,585 105,282 Total assets $ 2,157,384 $ 2,189,531 Liabilities and Equity Liabilities Debt: Senior, unsecured notes, net $ 1,036,181 $ 1,140,576 Unsecured term loans, net 298,421 347,370 Mortgages payable, net 62,474 79,940 Unsecured lines of credit — — Total debt 1,397,076 1,567,886 Accounts payable and accrued expenses 92,995 88,253 Operating lease liabilities 88,874 90,105 Other liabilities 78,650 84,404 Total liabilities 1,657,595 1,830,648 Commitments and contingencies (Note 21) Equity Tanger Factory Outlet Centers, Inc.: Common shares, $ 0.01 par value, 300,000,000 shares authorized, 104,084,734 and 93,569,801 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively 1,041 936 Paid in capital 978,054 787,143 Accumulated distributions in excess of net income ( 483,409 ) ( 420,104 ) Accumulated other comprehensive loss ( 17,761 ) ( 26,585 ) Equity attributable to Tanger Factory Outlet Centers, Inc. 477,925 341,390 Equity attributable to noncontrolling interests: Noncontrolling interests in Operating Partnership 21,864 17,493 Noncontrolling interests in other consolidated partnerships — — Total equity 499,789 358,883 Total liabilities and equity $ 2,157,384 $ 2,189,531 The accompanying notes are an integral part of these consolidated financial statements. F-7 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) For the years ended December 31, 2021 2020 2019 Revenues: Rental revenues $ 407,766 $ 377,932 $ 463,946 Management, leasing and other services 6,411 4,936 5,419 Other revenues 12,348 7,123 8,983 Total revenues 426,525 389,991 478,348 Expenses: Property operating 140,736 137,135 157,734 General and administrative 65,817 47,733 53,790 Impairment charges 6,989 67,226 37,610 Depreciation and amortization 110,008 117,143 123,314 Total expenses 323,550 369,237 372,448 Other income (expense): 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 Other income (expense) ( 1,595 ) 925 ( 2,761 ) Total other income (expense) ( 102,321 ) ( 59,893 ) ( 21,011 ) Income (loss) before equity in earnings of unconsolidated joint ventures 654 ( 39,139 ) 84,889 Equity in earnings of unconsolidated joint ventures 8,904 1,126 7,839 Net income (loss) 9,558 ( 38,013 ) 92,728 Noncontrolling interests in Operating Partnership ( 440 ) 1,925 ( 4,678 ) Noncontrolling interests in other consolidated partnerships — ( 190 ) ( 195 ) Net income (loss) attributable to Tanger Factory Outlet Centers, Inc. $ 9,118 $ ( 36,278 ) $ 87,855 Basic earnings per common share: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 Diluted earnings per common share: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 The accompanying notes are an integral part of these consolidated financial statements. F-8 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) For the years ended December 31, 2021 2020 2019 Net income (loss) $ 9,558 $ ( 38,013 ) $ 92,728 Other comprehensive income (loss): Foreign currency translation adjustments 3,883 1,783 7,917 Change in fair value of cash flow hedges 5,383 ( 2,934 ) ( 6,174 ) Other comprehensive income (loss) 9,266 ( 1,151 ) 1,743 Comprehensive income (loss) 18,824 ( 39,164 ) 94,471 Comprehensive (income) loss attributable to noncontrolling interests ( 882 ) 1,796 ( 4,960 ) Comprehensive income (loss) attributable to Tanger Factory Outlet Centers, Inc. $ 17,942 $ ( 37,368 ) $ 89,511 The accompanying notes are an integral part of these consolidated financial statements. F-9 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands, except share and per share data) Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive income (loss) Total shareholders' equity Noncontrolling interest in Operating Partnership Noncontrolling interests in other consolidated partnerships Total equity Balance, December 31, 2018 $ 939 $ 778,845 $ ( 272,454 ) $ ( 27,151 ) $ 480,179 $ 25,356 $ — $ 505,535 Net income — — 87,855 — 87,855 4,678 195 92,728 Other comprehensive income — — — 1,656 1,656 87 — 1,743 Compensation under Incentive Award Plan — 18,504 — — 18,504 — — 18,504 Grant of 242,167 restricted common share awards, net of forfeitures 3 ( 3 ) — — — — — — Repurchase of 1,209,328 common shares, including transaction costs ( 12 ) ( 19,988 ) — — ( 20,000 ) — — ( 20,000 ) Withholding of 131,873 common shares for employee income taxes ( 1 ) ( 2,523 ) — — ( 2,524 ) — — ( 2,524 ) Contributions from noncontrolling interests — — — — — — 47 47 Adjustment for noncontrolling interests in Operating Partnership — 200 — — 200 ( 200 ) — — Exchange of 49,511 Operating Partnership units for 49,511 common shares — — — — — — — — Common dividends ($ 1.4150 per share) — — ( 132,664 ) — ( 132,664 ) — — ( 132,664 ) Distributions to noncontrolling interests — — — — — ( 7,018 ) ( 242 ) ( 7,260 ) Balance, December 31, 2019 $ 929 $ 775,035 $ ( 317,263 ) $ ( 25,495 ) $ 433,206 $ 22,903 $ — $ 456,109 The accompanying notes are an integral part of these consolidated financial statements. F-10 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands, except share and per share data) Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive income (loss) Total shareholders' equity Noncontrolling interest in Operating Partnership Noncontrolling interests in other consolidated partnerships Total equity Balance, December 31, 2019 $ 929 $ 775,035 $ ( 317,263 ) $ ( 25,495 ) $ 433,206 $ 22,903 $ — $ 456,109 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 Grant of 611,350 restricted common share awards, net of forfeitures 6 ( 6 ) — — — — — — Issuance of 6,258 deferred shares — — — — — — — — Withholding of 56,597 common shares for employee income taxes — ( 736 ) — — ( 736 ) — — ( 736 ) Contributions from noncontrolling interests — — — — — — 72 72 Adjustment for noncontrolling interests in Operating Partnership — ( 75 ) — — ( 75 ) 75 — — Exchange of 116,530 Operating Partnership units for 116,530 common shares 1 ( 1 ) — — — — — — Common dividends ($ 0.7125 per share) — — ( 66,563 ) — ( 66,563 ) — — ( 66,563 ) Distributions to noncontrolling interests — — — — — ( 3,499 ) ( 262 ) ( 3,761 ) Balance, December 31, 2020 $ 936 $ 787,143 $ ( 420,104 ) $ ( 26,585 ) $ 341,390 $ 17,493 $ — $ 358,883 The accompanying notes are an integral part of these consolidated financial statements. F-11 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands, except share and per share data) Common shares Paid in capital Accumulated distributions in excess of earnings Accumulated other comprehensive income (loss) Total shareholders' equity Noncontrolling interest in Operating Partnership Noncontrolling interests in other consolidated partnerships Total equity Balance, December 31, 2020 $ 936 $ 787,143 $ ( 420,104 ) $ ( 26,585 ) $ 341,390 $ 17,493 $ — $ 358,883 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 10,009,263 common shares 100 186,869 — — 186,969 — — 186,969 Withholding of 139,293 common shares for employee income taxes ( 1 ) ( 2,146 ) — — ( 2,147 ) — — ( 2,147 ) Adjustment for noncontrolling interests in Operating Partnership — ( 6,917 ) — — ( 6,917 ) 6,917 — — Exchange of 33,084 Operating Partnership units for 33,084 common shares — — — — — — — — Common dividends ($ 0.7150 per share) — — ( 72,423 ) — ( 72,423 ) — — ( 72,423 ) Distributions to noncontrolling interests — — — — — ( 3,428 ) — ( 3,428 ) Balance, December 31, 2021 $ 1,041 $ 978,054 $ ( 483,409 ) $ ( 17,761 ) $ 477,925 $ 21,864 $ — $ 499,789 The accompanying notes are an integral part of these consolidated financial statements. F-12 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2021 2020 2019 Operating Activities Net income (loss) $ 9,558 $ ( 38,013 ) $ 92,728 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 110,008 117,143 123,314 Impairment charges 6,989 67,226 37,610 Amortization of deferred financing costs 4,018 3,583 3,004 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 ) Equity-based compensation expense 12,752 12,517 18,120 Amortization of debt (premiums) and discounts, net 442 482 448 Amortization (accretion) of market rent rate adjustments, net 293 2,721 1,432 Straight-line rent adjustments 1,973 3,372 ( 7,721 ) Distributions of cumulative earnings from unconsolidated joint ventures 9,249 3,490 7,587 Other non-cash 3,638 — 3,638 Changes in other asset and liabilities: Other assets 5,140 ( 5,366 ) ( 4,159 ) Accounts payable and accrued expenses 14,702 1,042 ( 4,288 ) Net cash provided by operating activities 217,718 164,747 220,452 Investing Activities Additions to rental property ( 45,187 ) ( 28,566 ) ( 47,884 ) Additions to investments in unconsolidated joint ventures ( 7,000 ) ( 10,601 ) ( 2,316 ) 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 Additions to non-real estate assets ( 3,173 ) ( 1,872 ) ( 1,155 ) Additions to deferred lease costs ( 5,115 ) ( 3,061 ) ( 5,142 ) Other investing activities 10,033 8,632 9,462 Net cash provided by (used in) investing activities ( 22,739 ) ( 18,771 ) 99,289 Financing Activities Cash dividends paid ( 72,423 ) ( 66,563 ) ( 132,664 ) Distributions to noncontrolling interests in Operating Partnership ( 3,428 ) ( 3,499 ) ( 7,018 ) Proceeds from revolving credit facility — 641,630 282,870 Repayments of revolving credit facility — ( 641,630 ) ( 427,970 ) Proceeds from notes, mortgages and loans 394,208 — — 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 ) Employee income taxes paid related to shares withheld upon vesting of equity awards ( 2,147 ) ( 736 ) ( 2,524 ) 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 Payment for other financing activities ( 1,148 ) ( 1,410 ) ( 1,390 ) Net cash used in financing activities ( 118,379 ) ( 77,593 ) ( 312,133 ) Effect of foreign currency rate changes on cash and cash equivalents ( 177 ) ( 223 ) ( 19 ) Net increase in cash, cash equivalents and restricted cash 76,423 68,160 7,589 Cash and cash equivalents, beginning of year 84,832 16,672 9,083 Cash and cash equivalents, end of year $ 161,255 $ 84,832 $ 16,672 The accompanying notes are an integral part of these consolidated financial statements. F-13 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except for unit data) December 31, 2021 2020 Assets Rental property: Land $ 268,269 $ 265,968 Buildings, improvements and fixtures 2,532,489 2,527,404 2,800,758 2,793,372 Accumulated depreciation ( 1,145,388 ) ( 1,054,993 ) Total rental property, net 1,655,370 1,738,379 Cash and cash equivalents 161,152 84,750 Investments in unconsolidated joint ventures 82,647 94,579 Deferred lease costs and other intangibles, net 73,720 84,960 Operating lease right-of-use assets 79,807 81,499 Prepaids and other assets 104,362 104,800 Total assets $ 2,157,058 $ 2,188,967 Liabilities and Equity Liabilities Debt: Senior, unsecured notes, net $ 1,036,181 $ 1,140,576 Unsecured term loans, net 298,421 347,370 Mortgages payable, net 62,474 79,940 Unsecured lines of credit — — Total debt 1,397,076 1,567,886 Accounts payable and accrued expenses 92,669 87,689 Operating lease liabilities 88,874 90,105 Other liabilities 78,650 84,404 Total liabilities 1,657,269 1,830,084 Commitments and contingencies (Note 21) Equity Partners' Equity: General partner, 1,100,000 and 1,000,000 units outstanding at December 31, 2021 and December 31, 2020, respectively 4,539 3,334 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 514,023 383,588 Accumulated other comprehensive loss ( 18,773 ) ( 28,039 ) Total partners' equity 499,789 358,883 Noncontrolling interests in consolidated partnerships — — Total equity 499,789 358,883 Total liabilities and equity $ 2,157,058 $ 2,188,967 The accompanying notes are an integral part of these consolidated financial statements. F-14 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) For the years ended December 31, 2021 2020 2019 Revenues: Rental revenues $ 407,766 $ 377,932 $ 463,946 Management, leasing and other services 6,411 4,936 5,419 Other revenues 12,348 7,123 8,983 Total revenues 426,525 389,991 478,348 Expenses: Property operating 140,736 137,135 157,734 General and administrative 65,817 47,733 53,790 Impairment charges 6,989 67,226 37,610 Depreciation and amortization 110,008 117,143 123,314 Total expenses 323,550 369,237 372,448 Other income (expense): 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 Other income (expense) ( 1,595 ) 925 ( 2,761 ) Total other income (expense) ( 102,321 ) ( 59,893 ) ( 21,011 ) Income (loss) before equity in earnings of unconsolidated joint ventures 654 ( 39,139 ) 84,889 Equity in earnings of unconsolidated joint ventures 8,904 1,126 7,839 Net income (loss) 9,558 ( 38,013 ) 92,728 Noncontrolling interests in consolidated partnerships — ( 190 ) ( 195 ) Net income (loss) available to partners 9,558 ( 38,203 ) 92,533 Net income (loss) available to limited partners 9,458 ( 37,815 ) 91,597 Net income (loss) available to general partner $ 100 $ ( 388 ) $ 936 Basic earnings per common unit: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 Diluted earnings per common unit: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 The accompanying notes are an integral part of these consolidated financial statements. F-15 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) For the years ended December 31, 2021 2020 2019 Net income (loss) $ 9,558 $ ( 38,013 ) $ 92,728 Other comprehensive income (loss): Foreign currency translation adjustments 3,883 1,783 7,917 Change in fair value of cash flow hedges 5,383 ( 2,934 ) ( 6,174 ) Other comprehensive income (loss) 9,266 ( 1,151 ) 1,743 Comprehensive income (loss) 18,824 ( 39,164 ) 94,471 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 The accompanying notes are an integral part of these consolidated financial statements. F-16 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except unit and per unit data) General partner Limited partners Accumulated other comprehensive income (loss) Total partners' equity Noncontrolling interests in consolidated partnerships Total equity Balance, December 31, 2018 $ 4,914 $ 529,252 $ ( 28,631 ) $ 505,535 $ — $ 505,535 Net income 936 91,597 — 92,533 195 92,728 Other comprehensive income — — 1,743 1,743 — 1,743 Compensation under Incentive Award Plan — 18,504 — 18,504 — 18,504 Grant of 242,167 restricted common share awards by the Company — — — — — — Repurchase of 1,209,328 units, including transaction costs — ( 20,000 ) — ( 20,000 ) — ( 20,000 ) Withholding of 131,873 common units for employee income taxes — ( 2,524 ) — ( 2,524 ) — ( 2,524 ) Contributions from noncontrolling interests — — — — 47 47 Common distributions ($ 1.4150 per common unit) ( 1,415 ) ( 138,267 ) — ( 139,682 ) — ( 139,682 ) Distributions to noncontrolling interests — — — — ( 242 ) ( 242 ) Balance, December 31, 2019 $ 4,435 $ 478,562 $ ( 26,888 ) $ 456,109 $ — $ 456,109 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 — — — — — — Withholding of 56,597 common units for employee income taxes — ( 736 ) — ( 736 ) — ( 736 ) Contributions from noncontrolling interests — — — — 72 72 Common distributions ($ 0.7125 per common unit) ( 713 ) ( 69,349 ) — ( 70,062 ) — ( 70,062 ) Distributions to noncontrolling interests — — — — ( 262 ) ( 262 ) Balance, December 31, 2020 $ 3,334 $ 383,588 $ ( 28,039 ) $ 358,883 $ — $ 358,883 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 — ( 2,147 ) — ( 2,147 ) — ( 2,147 ) Contributions from noncontrolling interests — — — — — — Common distributions ($ 0.7150 per common unit) ( 769 ) ( 75,082 ) — ( 75,851 ) — ( 75,851 ) Distributions to noncontrolling interests — — — — — — Balance, December 31, 2021 $ 4,539 $ 514,023 $ ( 18,773 ) $ 499,789 $ — $ 499,789 The accompanying notes are an integral part of these consolidated financial statements. F-17 TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the years ended December 31, 2021 2020 2019 Operating activities Net income (loss) $ 9,558 $ ( 38,013 ) $ 92,728 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 110,008 117,143 123,314 Impairment charges 6,989 67,226 37,610 Amortization of deferred financing costs 4,018 3,583 3,004 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 ) Equity-based compensation expense 12,752 12,517 18,120 Amortization of debt (premiums) and discounts, net 442 482 448 Amortization (accretion) of market rent rate adjustments, net 293 2,721 1,432 Straight-line rent adjustments 1,973 3,372 ( 7,721 ) Distributions of cumulative earnings from unconsolidated joint ventures 9,249 3,490 7,587 Other non-cash 3,638 — 3,638 Changes in other assets and liabilities: Other assets 4,881 ( 5,128 ) ( 4,185 ) Accounts payable and accrued expenses 14,940 875 ( 4,323 ) Net cash provided by operating activities 217,697 164,818 220,391 Investing activities Additions to rental property ( 45,187 ) ( 28,566 ) ( 47,884 ) Additions to investments in unconsolidated joint ventures ( 7,000 ) ( 10,601 ) ( 2,316 ) Net proceeds on 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 Additions to non-real estate assets ( 3,173 ) ( 1,872 ) ( 1,155 ) Additions to deferred lease costs ( 5,115 ) ( 3,061 ) ( 5,142 ) Other investing activities 10,033 8,632 9,462 Net cash provided by (used in) investing activities ( 22,739 ) ( 18,771 ) 99,289 Financing activities Cash distributions paid ( 75,851 ) ( 70,062 ) ( 139,682 ) Proceeds from revolving credit facility — 641,630 282,870 Repayments of revolving credit facility — ( 641,630 ) ( 427,970 ) Proceeds from notes, mortgages and loans 394,208 — — 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 ) Employee income taxes paid related to shares withheld upon vesting of equity awards ( 2,147 ) ( 736 ) ( 2,524 ) 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 Payment for other financing activities ( 1,148 ) ( 1,410 ) ( 1,390 ) Net cash used in financing activities ( 118,379 ) ( 77,593 ) ( 312,133 ) Effect of foreign currency rate changes on cash and cash equivalents ( 177 ) ( 223 ) ( 19 ) Net increase in cash, cash equivalents and restricted cash 76,402 68,231 7,528 Cash and cash equivalents, beginning of year 84,750 16,519 8,991 Cash and cash equivalents, end of year $ 161,152 $ 84,750 $ 16,519 The accompanying notes are an integral part of these consolidated financial statements. F-18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP 1. Organization of the Company Tanger Factory Outlet Centers, Inc. and subsidiaries, which we refer to as the Company, is one of the largest owners and operators of outlet centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed real estate investment trust ("REIT") which, through our controlling interest in Tanger Properties Limited Partnership and subsidiaries, which we refer to as the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. As of December 31, 2021, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet. All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited. These outlet centers were 95 % occupied and contained over 2,200 stores, representing approximately 500 store brands. We also had partial ownership interests in 6 unconsolidated outlet centers totaling approximately 2.1 million square feet, including 2 outlet centers in Canada. Our outlet centers and other assets are held by, and all of our operations are conducted by the Operating Partnership. Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires. 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. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company. 2. Summary of Significant Accounting Policies Principles of Consolidation - The consolidated financial statements of the Company include its accounts and its consolidated subsidiaries, as well as the Operating Partnership and its consolidated subsidiaries. The consolidated financial statements of the Operating Partnership include its accounts and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. F-19 We consolidate properties that are wholly-owned or properties where we own less than 100% but control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIE"). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers various factors including the form of our ownership interest, our representation in an entity's governance, the size of our investment, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process to replace us as manager and or liquidate the venture, if applicable. As of December 31, 2021, we did not have a joint venture that was a VIE. Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting. For certain of these investments, we record our equity in the venture's net income or loss under the hypothetical liquidation at book value (“HLBV”) method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation. 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. 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. 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. 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. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income or losses are allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used in the calculations of impairment losses, costs capitalized to originate operating leases, costs incurred for the construction and development of properties, and the values of deferred lease costs and other intangibles related to the acquisition of properties. Actual results could differ from those estimates. Operating Segments - We focus exclusively on developing, acquiring, owning, operating, and managing outlet shopping centers. 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. F-20 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. The pre-construction stage of project development involves certain costs to secure land control and zoning and complete other initial tasks essential to the development of the project. These costs are transferred from other assets to construction in progress when the pre-construction tasks are completed. Costs of unsuccessful pre-construction efforts are expensed when the project is no longer probable and, if significant, are recorded as abandoned pre-development costs in the consolidated statement of operations. We also capitalize other costs incurred for the construction and development of properties, including interest, real estate taxes and payroll and related costs associated with employees directly involved. Capitalization of costs commences at the time the development of the property becomes probable and ceases when the property is substantially completed and ready for its intended use. We consider a construction project as substantially completed and ready for its intended use upon the completion of tenant improvements. We cease capitalization on the portion that is substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portion under construction. The amount of payroll and related costs capitalized for the construction and development of properties is based on our estimate of the amount of costs directly related to the construction or development of these assets. Interest costs are capitalized during periods of active construction for qualified expenditures based upon interest rates in place during the construction period until construction is substantially complete. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures for qualifying development activities until placed in service. Payroll and related costs and interest costs capitalized for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): 2021 2020 2019 Payroll and related costs capitalized $ 1,526 $ 1,159 $ 1,581 Interest costs capitalized $ — $ 107 $ 25 Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. We generally use estimated lives of 33 years for buildings and improvements, 15 years for land improvements and 7 years for equipment. Tenant finishing allowances are amortized over the life of the associated lease. Capitalized interest costs are amortized over lives which are consistent with the constructed assets. Expenditures for ordinary maintenance and repairs are charged to operations as incurred while significant renovations and improvements which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life. Depreciation expense related to rental property included in net income for each of the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands): 2021 2020 2019 Depreciation expense related to rental property $ 96,990 $ 101,665 $ 107,129 F-21 We allocate the purchase price of acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any. We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which range up to 33 years. 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. The values of below market leases that are considered to have renewal periods with below market rents are amortized over the remaining term of the associated lease plus the renewal periods when the renewal is deemed probable to occur. The value associated with in-place leases is amortized over the remaining lease term and tenant relationships are amortized over the expected term, which includes an estimated probability of the lease renewal. If a tenant terminates its lease prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangibles is written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. These cash flow projections may be derived from various observable and unobservable inputs and assumptions. Also, we may utilize third-party valuation specialists. As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture. Cash, Cash Equivalents and Restricted Cash - All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. We believe that we mitigate our risk by investing in or through major financial institutions. Deferred Charges - Deferred charges include deferred lease costs and other intangible assets consisting of fees and costs incurred to originate operating leases and are amortized over the expected lease term. Deferred lease costs capitalized, including amounts paid to third-party brokers and internal leasing costs for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): 2021 2020 2019 Deferred lease costs capitalized- payroll and related costs $ 1,233 $ 1,343 $ 679 Total deferred lease costs capitalized $ 5,115 $ 3,061 $ 5,142 Due to the adoption of Accounting Standards Codification Topic 842 "Leases" ("ASC 842") on January 1, 2019, only direct internal leasing costs are capitalized and indirect internal leasing costs previously capitalized are now expensed. Deferred lease costs and other intangible assets also include the value of leases and origination costs deemed to have been acquired in real estate acquisitions. Deferred financing costs - Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized over the terms of the respective loans. Unamortized deferred financing costs are charged to expense when debt is retired before the maturity date. Captive Insurance - We have a wholly-owned captive insurance company that is responsible for losses up to certain deductible levels per occurrence for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Insurance losses are reflected in property operating expenses and include estimates of costs incurred, both reported and unreported. F-22 Impairment of Long-Lived Assets - Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. 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. The estimated fair value is based primarily on the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. 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 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 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, 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 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. Subsequent to this classification, no further depreciation is recorded on the assets. Impairment of Investments - On a periodic basis or if circumstances exist, we assess whether there are any indicators that the value of our 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. Our 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, estimated hold period, demand for space, competition for tenants, discount and capitalization rates, changes in market rental rates and operating costs of the property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized. Sales of Real Estate - For sales of real estate where we have consideration to which we are entitled in exchange for transferring the real estate, the related assets and liabilities are removed from the balance sheet and the resultant gain or loss is recorded in the period the transaction closes. Any post sale involvement is accounted for as separate performance obligations and when the separate performance obligations are satisfied, the sales price allocated to each is recognized. F-23 For transactions that do not meet the criteria for a sale, we evaluate the nature of the continuing involvement, including put and call provisions, if present, and account for the transaction as a financing arrangement, profit-sharing arrangement, leasing arrangement or other alternate method of accounting, rather than as a sale, based on the nature and extent of the continuing involvement. Some transactions may have numerous forms of continuing involvement. In those cases, we determine which method is most appropriate based on the substance of the transaction. Discontinued Operations - Properties that are sold or classified as held for sale are classified as discontinued operations provided that the disposal represents a strategic shift that has (or will have) a major effect on our operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity). Derivatives - We selectively enter into interest rate protection agreements to mitigate the impact of changes in interest rates on our variable rate borrowings. The notional amounts of such agreements are used to measure the interest to be paid or received and do not represent the amount of exposure to loss. None of these agreements are used for speculative or trading purposes. We recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at their fair value. We formally document our derivative transactions, including identifying the hedge instruments and hedged items, as well as our risk management objectives and strategies for entering into the hedge transaction. Income Taxes - We operate in a manner intended to enable the Company to qualify as a REIT under the Internal Revenue Code. A REIT which distributes at least 90 % of its taxable income to its shareholders each year and which meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. We intend to continue to qualify as a REIT and to distribute substantially all of the Company's taxable income to its shareholders. Accordingly, no provision has been made in the Company's consolidated financial statements for Federal income taxes. As a partnership, the allocated share of income or loss for the year with respect to the Operating Partnership is included in the income tax returns for the partners; accordingly, no provision has been made for Federal income taxes in the Operating Partnership's consolidated financial statements. In addition, we continue to evaluate uncertain tax positions. The tax years 2018 - 2021 remain open to examination by the major tax jurisdictions to which we are subject. With regard to the Company's unconsolidated Canadian joint ventures, deferred tax assets result principally from depreciation deducted under United States Generally Accepted Accounting Principles ("GAAP") that exceed capital cost allowances claimed under Canadian tax rules. A valuation allowance is provided if we believe all or some portion of the deferred tax asset may not be realized. We have determined that a full valuation allowance is required as we believe it is not probable that the deferred tax assets will be realized. For income tax purposes, distributions paid to the Company's common shareholders consist of ordinary income, capital gains, return of capital or a combination thereof. Dividends per share for the years ended December 31, 2021, 2020 and 2019 were taxable as follows: Common dividends per share: 2021 2020 2019 Ordinary income $ — $ 0.7125 $ 1.3261 Capital gain — — — Return of capital 0.7150 — 0.0889 $ 0.7150 $ 0.7125 $ 1.4150 F-24 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 Net income (loss) available to the Company's shareholders $ 9,118 $ ( 36,278 ) $ 87,855 Book/tax difference on: Depreciation and amortization 21,750 71,896 51,602 Sale of assets and interests in unconsolidated entities ( 92,998 ) ( 6,021 ) ( 41,138 ) Equity in earnings from unconsolidated joint ventures ( 4,461 ) 9,642 1,447 Share-based payment compensation 6,797 7,859 8,246 Other differences 8,914 13,536 8,948 Taxable income (loss) available to common shareholders $ ( 50,880 ) $ 60,634 $ 116,960 Revenue Recognition - 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. Base rentals are recognized on a straight-line basis over the term of the lease. Tenant expense reimbursements are recognized in the period the applicable expenses are incurred. 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. Straight-line rent adjustments are recorded as a receivable in other assets on the consolidated balance sheets. Common area maintenance expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses for the property. As a provision of a tenant lease, if we make a cash payment to the tenant for purposes other than funding the construction of landlord assets, we defer the amount of such payments as a lease incentive. We amortize lease incentives as a reduction of base rental revenue over the term of the lease. The majority of our leases contain provisions which provide additional rents based on tenants' sales volume (“percentage rentals”) and reimbursement of the tenants' share of advertising and promotion, common area maintenance, insurance and real estate tax expenses. Percentage rentals are recognized when specified targets that trigger the contingent rent are met. 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 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. If a tenant terminates its lease prior to the original contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related above or below market lease value will be written off. We receive development, leasing, loan guarantee, management and marketing fees from third parties and unconsolidated affiliates for services provided to properties held in joint ventures. Development and leasing fees received from unconsolidated affiliates are recognized as revenue when earned to the extent of the third party partners' ownership interest. Development and leasing fees earned to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate. Loan guarantee fees are recognized over the term of the guarantee. Management fees and marketing fees are recognized as revenue when earned. Fees recognized from these activities are shown as management, leasing and other services in our consolidated statements of operations. Our share of fees received from consolidated joint ventures are eliminated in consolidation. Expense reimbursements from unconsolidated joint ventures are recognized in the period the applicable expenses are incurred. F-25 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 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. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further we assess 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. Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements. 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 for the year ended December 31, 2020. Concentration of Credit Risk - We perform ongoing credit evaluations of our tenants. Although the tenants operate principally in the retail industry, the properties are geographically diverse. No single tenant accounted for 10% or more of combined base and percentage rental revenues or gross leasable area during 2021, 2020 or 2019. See Note 3 for disclosures regarding credit risk due to the COVID-19 pandemic. Supplemental Cash Flow Information - We purchase capital equipment and incur costs relating to construction of new facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands): 2021 2020 2019 Costs relating to construction included in accounts payable and accrued expenses $ 11,663 $ 22,814 $ 17,619 Interest paid, net of interest capitalized was as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands): 2021 2020 2019 Interest paid, net of interest capitalized $ 45,114 $ 58,021 $ 57,237 Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014) (the "Plan"), which covers our independent directors, officers and our employees. We may issue non-qualified options and other equity-based awards under the Plan. We account for our equity-based compensation plan under the fair value provisions of the relevant accounting guidance and we estimate expected forfeitures in determining compensation cost. Foreign Currency Translation - We have entered into a co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire outlet centers in Canada for which the functional currency is the local currency. The assets and liabilities related to our investments in Canada are translated from their functional currency into U.S. Dollars at the rate of exchange in effect on the balance sheet date. Income statement accounts are translated using the average exchange rate for the period. Our share of unrealized gains and losses resulting from the translation of these financial statements are reflected in equity as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets. F-26 Recently issued accounting standards On March 12, 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. 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. 3. COVID-19 Pandemic 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. 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. 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. 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. F-27 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. 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. 4. Disposition of Properties The following table sets forth the properties sold for the years ended 2021, 2020 and 2019 (in thousands). Properties Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale 2021 Dispositions: (1) Jeffersonville Jeffersonville, Ohio January 2021 412 $ 8,100 $ — 2020 Dispositions: (1) Terrell Terrell, Texas August 2020 178 $ 7,626 $ 2,324 2019 Dispositions: (1) Nags Head, Ocean City, Park City, and Williamsburg Nags Head, NC, Ocean City, MD, Park City, UT, and Williamsburg, IA March 2019 878 $ 128,248 $ 43,422 Land outparcels Savannah, GA and Seymour, IN July 2019 — $ 257 $ — 878 $ 128,505 $ 43,422 (1) The rental properties sold did not meet the criteria to be reported as discontinued operations. F-28 5. Investments in Unconsolidated Real Estate Joint Ventures The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures: As of December 31, 2021 Joint Venture Outlet Center Location Ownership % Square Feet (in 000's) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) Investments included in investments in unconsolidated joint ventures: Columbus Columbus, OH 50.0 % 355 $ 0.2 $ 70.9 RioCan Canada Various 50.0 % 665 82.4 — $ 82.6 Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 $ ( 16.2 ) $ 99.6 National Harbor (2) National Harbor, MD 50.0 % 341 ( 11.2 ) 94.5 Galveston/Houston (2) Texas City, TX 50.0 % 353 ( 14.0 ) 64.4 $ ( 41.4 ) As of December 31, 2020 Joint Venture Outlet Center Location Ownership % Square Feet (in 000's) Carrying Value of Investment (in millions) Total Joint Venture Debt, Net (in millions) (1) 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 — $ 94.6 Investments included in other liabilities: Charlotte (2) Charlotte, NC 50.0 % 399 $ ( 12.8 ) $ 99.6 National Harbor (2) National Harbor, MD 50.0 % 341 ( 8.4 ) 94.5 Galveston/Houston (2) Texas City, TX 50.0 % 353 ( 19.5 ) 80.0 $ ( 40.7 ) (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. The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures. Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands): Year Ended December 31, 2021 2020 2019 Fees: Management and marketing $ 2,347 $ 1,859 $ 2,308 Leasing and other fees 228 60 126 Expense reimbursements from unconsolidated joint ventures 3,836 3,017 2,985 Total Fees $ 6,411 $ 4,936 $ 5,419 F-29 Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis (totaling $ 3.4 million and $ 3.6 million as of December 31, 2021 and 2020, respectively) are amortized over the various useful lives of the related assets. Charlotte In July 2014, we opened an approximately 398,000 square foot outlet center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013. In June 2018, the Charlotte joint venture closed on a $ 100.0 million mortgage loan with a fixed interest rate of approximately 4.3 % and a maturity date of July 2028. The proceeds from the loan were used to pay off the existing $ 90.0 million mortgage loan with an interest rate of LIBOR + 1.45 %, which had an original maturity date of November 2018. The joint venture distributed the incremental net loan proceeds of $ 9.3 million equally to the partners. Our partner is providing property management, marketing and leasing services to the joint venture. Columbus In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio. The development was initially fully funded with equity contributed to the joint venture by Tanger and its partner. In November 2016, the joint venture closed on an interest-only mortgage loan of $ 85.0 million at an interest rate of LIBOR + 1.65 %. The loan initially matured in November 2019, with two one-year extension options. The joint venture received net loan proceeds of $ 84.2 million and distributed them equally to the partners. In October 2019, the joint venture exercised its first option to extend the mortgage loan for one year to November 2020 under the same terms. In December 2020, the Columbus joint venture amended the mortgage loan to extend the maturity to November 2022, which required a reduction in principal balance from $ 85.0 million to $ 71.0 million. The amendment also changed the interest rate from LIBOR + 1.65 % to LIBOR + 1.85 %. In addition, the mortgage loan guarantee by us was increased from $ 6.4 million to $ 11.9 million. We are providing property management, marketing and leasing services to the joint venture. Galveston/Houston In October 2012, we opened an approximately 353,000 square foot outlet center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011. In July 2017, the joint venture amended and restated the initial construction loan, which had an outstanding balance of $ 65.0 million, to increase the amount available to borrow from $ 70.0 million to $ 80.0 million and extended the maturity date until July 2020 with two one-year options. 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. 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 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. National Harbor In November 2013, we opened an approximately 341,000 square foot outlet center at National Harbor in the Washington, D.C. Metro area that was developed through, and is owned by, a joint venture formed in May 2011. In December 2018, the National Harbor joint venture closed on a $ 95.0 million mortgage loan with a fixed interest rate of approximately 4.6 % and a maturity date of January 2030. The proceeds from the loan were used to pay off the $ 87.0 million construction loan with an interest rate of LIBOR + 1.65 %, which had an original maturity date of November 2019. The joint venture distributed the incremental net loan proceeds of $ 7.4 million equally to the partners. F-30 RioCan Canada We have a 50 /50 co-ownership agreement with RioCan Real Estate Investment Trust to operate and manage outlet centers in Canada. We provide leasing and marketing services for the outlet centers and RioCan provides development and property management services. In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Outlet Center in Canada. In 2016, the co-owners commenced construction on a 39,000 square foot expansion, which opened during the second quarter of 2017 to bring the total square feet of the outlet center to approximately 357,000 . In November 2020, the Rio Can joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $ 5.5 million and a gain of approximately $ 2.0 million. Our share of the net proceeds was $ 2.8 million, and our share of the gain was approximately $ 1.0 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 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) Outlet Center Total Our Share 2020 Saint-Sauveur $ 6,181 $ 3,091 (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. F-31 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): Condensed Combined Balance Sheets - Unconsolidated Joint Ventures 2021 2020 Assets Land $ 83,568 $ 86,861 Buildings, improvements and fixtures 467,918 471,798 Construction in progress 744 2,976 552,230 561,635 Accumulated depreciation ( 166,096 ) ( 145,810 ) Total rental property, net 386,134 415,825 Cash and cash equivalents 19,030 21,471 Deferred lease costs, net 3,517 4,849 Prepaids and other assets 13,109 20,478 Total assets $ 421,790 $ 462,623 Liabilities and Owners' Equity Mortgages payable, net $ 329,460 $ 344,856 Accounts payable and other liabilities 15,231 17,427 Total liabilities 344,691 362,283 Owners' equity 77,099 100,340 Total liabilities and owners' equity $ 421,790 $ 462,623 Condensed Combined Statements of Operations- Unconsolidated Joint Ventures: Year Ended December 31, 2021 2020 2019 Revenues $ 88,120 $ 76,866 $ 93,508 Expenses: Property operating 35,111 33,053 36,812 General and administrative 278 395 271 Impairment charges — 6,181 — Depreciation and amortization 22,947 23,544 24,454 Total expenses 58,336 63,173 61,537 Other income (expense): Interest expense ( 11,715 ) ( 13,091 ) ( 16,234 ) Gain on sale of assets 503 1,983 — Other non-operating income 160 170 507 Total other income (expense) $ ( 11,052 ) $ ( 10,938 ) $ ( 15,727 ) Net income $ 18,732 $ 2,755 $ 16,244 The Company and Operating Partnership's share of: Net income $ 8,904 $ 1,126 $ 7,839 Depreciation, amortization and asset impairments (real estate related) $ 11,618 $ 15,115 $ 12,512 F-32 6. Deferred Charges Deferred lease costs and other intangibles, net as of December 31, 2021 and 2020 consist of the following (in thousands): 2021 2020 Deferred lease costs $ 90,240 $ 88,867 Intangible assets: Above market leases 38,942 39,628 Lease in place value 53,584 55,074 Tenant relationships 33,759 34,694 Other intangibles 40,806 41,117 257,331 259,380 Accumulated amortization ( 183,611 ) ( 174,420 ) Deferred lease costs and other intangibles, net $ 73,720 $ 84,960 Below market lease intangibles, net of accumulated amortization, included in other liabilities on the consolidated balance sheets as of December 31, 2021 and 2020 were $ 14.9 million and $ 16.9 million, respectively. 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, 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): Year Above/(Below) Market Leases, Net (1) Deferred Lease Costs and Other Intangibles (2) 2022 $ 192 $ 4,022 2023 235 3,392 2024 165 3,175 2025 ( 280 ) 2,558 2026 ( 636 ) 1,947 Total $ ( 324 ) $ 15,094 (1) These net amounts are recorded as a reduction (increase) of base rentals. (2) These amounts are recorded as an increase in depreciation and amortization. F-33 7. Debt of the Company All of the Company's debt is held by the Operating Partnership and its consolidated subsidiaries. The Company guarantees the Operating Partnership's obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 520.0 million. The Company also guarantees the Operating Partnership's unsecured term loan. The Operating Partnership had the following amounts outstanding on the debt guaranteed by the Company as of December 31, 2021 and 2020 (in thousands): 2021 2020 Unsecured lines of credit $ — $ — Unsecured term loan $ 300,000 $ 350,000 8. Debt of the Operating Partnership The debt of the Operating Partnership as of December 31, 2021 and 2020 consisted of the following (in thousands): 2021 2020 Stated Interest Rate(s) Maturity Date Principal Book Value (1) Principal Book Value (1) Senior, unsecured notes: Senior notes 3.875 % December 2023 $ — $ — $ 250,000 $ 247,967 Senior notes 3.750 % December 2024 — — 250,000 248,493 Senior notes 3.125 % September 2026 350,000 347,329 350,000 346,770 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) 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 + 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 (1) Includes premiums and net of debt discount and unamortized debt origination costs. Excludes $ 4.8 million and $ 1.5 million of unamortized debt origination costs related to unsecured lines of credit as of December 31, 2021 and 2020, respectively, recorded in prepaids and other assets in the Consolidated Balance Sheet. Unamortized debt origination costs were $ 12.9 million and $ 9.5 million as of December 31, 2021 and 2020, respectively. 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 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. 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. 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. F-34 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. As of December 31, 2021, we believe we were in compliance with all of our debt covenants. 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. F-35 2020 Transactions Unsecured lines of credit and Term Loan Covenant Modifications In June 2020, we amended the debt agreements for our lines of credit and bank term loan, primarily to improve future covenant flexibility. The amendments, among other things, allow us to access the existing surge leverage provision, which provides for an increase to the maximum thresholds to 65 % from 60 % for total leverage and unsecured leverage, for twelve months starting July 1, 2020, during which time share repurchases are prohibited. Additionally, the leverage covenants are determined based on the calculation period which is modified to be based on the immediately preceding three calendar month period annualized for the calculation date occurring on December 31, 2020; the immediately preceding six calendar month period annualized for the calculation date occurring on March 31, 2021; the immediately preceding nine calendar month period annualized for the calculation date occurring on June 30, 2021; and for all other calculation dates occurring during the term on the agreement, the immediately preceding twelve calendar month period. Some definitional modifications related to the calculation of certain covenants are permanent, including the netting of cash balances in excess of $ 30.0 million (or debt maturing in the next 24 months, if less) as well as using adjusted EBITDA, which adds back general and administrative expenses not attributable to the subsidiaries or properties and deducts a management fee of 3 % of rental revenues in liability and asset calculations for certain covenants. The amendments revised the interest rate to provide a LIBOR floor of 0.25 % for the portions of the lines of credit and bank term loan that are not fixed with an interest rate swap. Although the amended covenants provide additional flexibility and we expect to remain in compliance with such covenants, the potential impacts from COVID-19 are highly uncertain and therefore could impact covenant compliance in the future. Unsecured Lines of Credit In March 2020, in response to the COVID-19 pandemic, we drew down approximately $ 599.8 million under our unsecured lines of credit to increase liquidity and preserve financial flexibility to help ensure that we are able to meet our obligations for a sustained period. 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. Interest Rate Spread over LIBOR In February 2020, due to a change in our credit rating, our interest rate spread over LIBOR on our $ 600.0 million unsecured line of credit facility increased from 0.875 % to 1.0 % and our annual facility fee increased from 0.15 % to 0.20 %. In addition, our interest rate spread over LIBOR on our $ 350.0 million unsecured term loan increased from 0.90 % to 1.0 %. Debt Maturities 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 2022 $ 4,436 2023 44,912 2024 305,140 2025 1,501 2026 355,705 Thereafter 700,000 Subtotal 1,411,694 Net discount and debt origination costs ( 14,618 ) Total $ 1,397,076 F-36 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: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs. 9. Derivative Financial Instruments The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets as of December 31, 2021 and 2020 (notional amounts and fair values in thousands): Fair Value Effective Date Maturity Date Notional Amount Bank Pay Rate Company Average Fixed Pay Rate 2021 2020 Assets (Liabilities) (1) : April 13, 2016 January 1, 2021 $ 175,000 1 month LIBOR 1.03 % $ — $ ( 17 ) March 1, 2018 January 31, 2021 40,000 1 month LIBOR 2.47 % — ( 75 ) August 14, 2018 January 1, 2021 150,000 1 month LIBOR 2.20 % — ( 34 ) July 1, 2019 February 1, 2024 25,000 1 month LIBOR 1.75 % ( 459 ) ( 1,192 ) January 1, 2021 February 1, 2024 150,000 1 month LIBOR 0.60 % 828 ( 1,901 ) 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 ) (1) Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets. The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, each with a separate counterparty. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges. Changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements for the years ended December 31, 2021, 2020 and 2019, respectively (in thousands): 2021 2020 2019 Interest Rate Swaps (Effective Portion): Amount of gain (loss) recognized in other comprehensive income (loss) $ 5,383 $ ( 2,934 ) $ ( 6,174 ) F-37 10. Fair Value Measurements Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows: Tier Description Level 1 Observable inputs such as quoted prices in active markets Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable Level 3 Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions Fair Value Measurements on a Recurring Basis The following table sets forth our assets and liabilities that are measured at fair value within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs Total Fair value as of December 31, 2021: Asset: 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 $ — Liabilities: Interest rate swaps (other liabilities) $ 459 $ — $ 459 $ — Total liabilities $ 459 $ — $ 459 $ — Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs Total Fair value as of December 31, 2020: Assets: Short-term government securities (cash and cash equivalents) $ 87,081 $ 87,081 $ — $ — Total assets $ 87,081 $ 87,081 $ — $ — Liabilities: Interest rate swaps (other liabilities) $ 3,358 $ — $ 3,358 $ — Total liabilities $ 3,358 $ — $ 3,358 $ — F-38 Fair values of interest rate swaps are approximated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions. Fair Value Measurements on a Nonrecurring Basis The following table sets forth our assets that are measured at fair value on a nonrecurring basis within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs Total Fair value as of December 31, 2021: Asset: Long-lived assets $ 29,460 $ — $ — $ 29,460 Fair value as of December 31, 2020: Asset: Long-lived assets $ 46,950 $ — $ — $ 46,950 Fair value as of March 31, 2020: Asset: Long-lived assets $ 60,000 $ — $ — $ 60,000 Fair value as of December 31, 2019: Asset: Long-lived assets $ 10,000 $ — $ — $ 10,000 Foxwoods Impairments During the first quarter 2020, we recorded a $ 45.7 million impairment charge 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. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. During the fourth quarter of 2020, in anticipation of further store closings and declining operating results, we recorded an additional impairment charge of $ 19.2 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. 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. The terminal capitalization rate and discount rate are significant unobservable inputs in determining the fair value. These inputs are classified under Level 3 in the fair value hierarchy above. Should the significant assumptions utilized above to determine fair value continue to deteriorate, additional impairments in the future could be possible. F-39 The table below summarizes the terminal capitalization rate and discount rate used: December 31, 2021 December 31, 2020 March 31, 2020 Terminal capitalization rate 8.3 % 7.8 % 7.8 % Discount rate 9.3 % 8.5 % 8.5 % 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. 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. The terminal capitalization rate and discount rate are significant unobservable inputs in determining the fair value. These inputs are classified under Level 3 in the fair value hierarchy above. The table below summarizes the terminal capitalization rate and discount rate used: December 31, 2019 Terminal capitalization rate 12.0 % Discount rate 13.0 % Other Fair Value Disclosures The estimated fair value and recorded value of our debt as of December 31, 2021 and 2020 were as follows (in thousands): 2021 2020 Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ — Level 2 Significant Observable Inputs 1,079,234 1,207,531 Level 3 Significant Unobservable Inputs 366,103 432,272 Total fair value of debt $ 1,445,337 $ 1,639,803 Recorded value of debt $ 1,397,076 $ 1,567,886 Our senior unsecured notes are publicly-traded which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the hierarchy. Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation. Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all LIBOR based instruments. When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value. The carrying values of cash and cash equivalents, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments. F-40 11. Shareholders' Equity of the Company As discussed in Note 12, each Class A common limited partnership unit is exchangeable for one common share of the Company. The following table sets forth the number of Class A common limited partnership units exchanged for an equal number of common shares for the years ended December 31, 2021, 2020 and 2019: 2021 2020 2019 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 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. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. 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 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: 2021 2020 2019 Total number of shares purchased — — 1,209,328 Average price paid per share $ — $ — $ 16.52 Total price paid exclusive of commissions and related fees (in thousands) $ — $ — $ 19,976 F-41 12. Partners' Equity of the Operating Partnership All units of partnership interest issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets. When the Company issues common shares upon the exercise of options, the issuance of restricted share awards or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company. Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases corresponding Class B common limited partnership units held by Tanger LP Trust. The following table sets forth the changes in outstanding partnership units for the years ended December 31, 2021, 2020 and 2019: Limited Partnership Units General partnership units Class A Class B Total Balance December 31, 2018 1,000,000 4,960,684 92,941,783 97,902,467 Units withheld for employee income taxes — — ( 131,873 ) ( 131,873 ) Exchange of Class A limited partnership units — ( 49,511 ) 49,511 — Grant of restricted common share awards by the Company, net of forfeitures — — 242,167 242,167 Repurchase of units — — ( 1,209,328 ) ( 1,209,328 ) Balance December 31, 2019 1,000,000 4,911,173 91,892,260 96,803,433 Units withheld for employee income taxes — — ( 56,597 ) ( 56,597 ) Exchange of Class A limited partnership units — ( 116,530 ) 116,530 — 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 Units withheld for employee income taxes — — ( 139,293 ) ( 139,293 ) Exchange of Class A limited partnership units — ( 33,084 ) 33,084 — 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 F-42 13. Noncontrolling Interests Noncontrolling interests in the Operating Partnership relate to the interests in the Operating Partnership owned by Non-Company LPs as discussed in Note 2. 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 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. 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): 2021 2020 Net income (loss) attributable to Tanger Factory Outlet Centers, Inc. $ 9,118 $ ( 36,278 ) Increase (decrease) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests ( 6,917 ) ( 74 ) Changes from net income (loss) attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest $ 2,201 $ ( 36,352 ) F-43 14. Earnings Per Share of the Company The following table sets forth a reconciliation of the numerators and denominators in computing earnings per share for the years ended December 31, 2021, 2020 and 2019 (in thousands, except per share amounts): 2021 2020 2019 Numerator Net income (loss) attributable to Tanger Factory Outlet Centers, Inc. $ 9,118 $ ( 36,278 ) $ 87,855 Less allocation of earnings to participating securities ( 804 ) ( 692 ) ( 1,336 ) Net income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc. $ 8,314 $ ( 36,970 ) $ 86,519 Denominator Basic weighted average common shares 100,418 92,618 92,808 Effect of notional units 809 — — Effect of outstanding options 752 — — Diluted weighted average common shares 101,979 92,618 92,808 Basic earnings per common share: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 Diluted earnings per common share: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. There were no material securities which had a dilutive effect on earnings per common share for the years ended December 31, 2021, 2020, and 2019. 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, 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. For the years ended December 31, 2021, 2020 and 2019, approximately 332,000 , 1.8 million and 523,000 options were excluded from the computation, respectively, as they were anti-dilutive. The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share. Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards based on dividends declared and the unvested restricted common shares' participation rights in undistributed earnings. Unvested restricted common shares that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method. F-44 15. Earnings Per Unit of the Operating Partnership The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit for the years ended December 31, 2021, 2020 and 2019 (in thousands, except per unit amounts): 2021 2020 2019 Numerator Net income (loss) attributable to partners of the Operating Partnership $ 9,558 $ ( 38,203 ) $ 92,533 Allocation of earnings to participating securities ( 804 ) ( 692 ) ( 1,336 ) Net income (loss) available to common unitholders of the Operating Partnership $ 8,754 $ ( 38,895 ) $ 91,197 Denominator Basic weighted average common units 105,208 97,521 97,766 Effect of notional units 809 — — Effect of outstanding options 752 — — Diluted weighted average common units 106,769 97,521 97,766 Basic earnings per common unit: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 Diluted earnings per common unit: Net income (loss) $ 0.08 $ ( 0.40 ) $ 0.93 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 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. 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 units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period. The market price of a common unit is considered to be equivalent to the market price of a Company common share. For the years ended December 31, 2021, 2020 and 2019, approximately 332,000 , 1.8 million and 523,000 options were excluded from the computation, respectively. Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the corresponding unvested restricted unit awards on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards based on distributions declared and the unvested restricted units' participation rights in undistributed earnings. Unvested restricted common units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per unit computation if the effect is dilutive, using the treasury stock method. F-45 16. 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 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. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "shares" is meant to also include corresponding units of the Operating Partnership. As of December 31, 2021, we may issue up to 18.7 million common shares under the Plan. Shares remaining available for future issuance totaled approximately 2,110,000 common shares. The amount and terms of the awards granted under the Plan were determined by the Board of Directors (or the Compensation Committee of the Board of Directors). We recorded equity-based compensation expense in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively, as follows (in thousands): 2021 2020 2019 Restricted common shares $ 7,980 $ 7,614 $ 12,036 Notional unit performance awards 4,406 4,574 5,918 Options 366 329 166 Total equity-based compensation $ 12,752 $ 12,517 $ 18,120 Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands): 2021 2020 2019 Equity-based compensation expense capitalized $ 94 $ 409 $ 384 As of December 31, 2021, there was $ 15.9 million of total unrecognized compensation cost related to unvested common equity-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.3 years. Restricted Common Share and Restricted Share Unit Awards During 2021, 2020 and 2019, the Company gra nted approximately 485,000 , 788,000 and 309,000 restricted common shares and restricted share units, respectively, to the Company's non-employee directors and the Company's senior executive officers. The 2020 grants include approximately 389,000 restricted common shares that were issued to our Chief Executive Officer, Stephen J. 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 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. For all of the restricted common share and restricted share unit awards described above, the grant date fair value of the awards were determined based upon the closing market price of the Company's common shares on the day prior to the grant date. F-46 The following table summarizes information related to unvested restricted common shares and restricted share units outstanding for the years ended December 31, 2021, 2020 and 2019: Unvested Restricted Common Shares and Restricted Share Units Number of shares and units Weighted average grant date fair value Outstanding at December 31, 2018 842,080 $ 27.56 Granted (1) 308,623 21.05 Vested ( 469,178 ) 27.73 Forfeited — — Outstanding at December 31, 2019 681,525 $ 23.92 Granted (2) 787,873 23.92 Vested ( 330,014 ) 25.43 Forfeited ( 18,996 ) 19.79 Outstanding at December 31, 2020 1,120,388 $ 13.91 Granted (3) 485,105 15.40 Vested ( 575,688 ) 15.90 Forfeited — — Outstanding at December 31, 2021 1,029,805 $ 13.51 (1) Includes 51,217 restricted share units. (2) Includes 121,527 restricted share units. (3) Includes 68,494 restricted share units. 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. During 2021, 2020 and 2019, we withheld shares with value equivalent to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld were approximately 139,000 , 57,000 and 132,000 for 2021, 2020 and 2019, respectively, and were based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date. Total amounts paid for the employees' tax obligation to taxing authorities were $ 2.1 million, $ 736,000 and $ 2.5 million for 2021, 2020 and 2019, respectively, which are reflected as a financing activity within the consolidated statements of cash flows. Notional Unit Performance Awards 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. 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, 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). F-47 The following table sets forth PSP performance targets and other relevant information about each plan: 2021 PSP (1) 2020 PSP (1) 2019 PSP (1) 2018 PSP (1) 2017 PSP (2) Performance targets Absolute portion of award: Percent of total award 33 % 33 % 33 % 33 % 50 % Absolute total shareholder return range 26 % - 41 % 37 % - 52 % 19 % - 30 % 19 % - 30 % 18 % - 35 % Percentage of units to be earned 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 % Relative portion of award: Percent of total award 67 % 67 % 67 % 67 % 50 % Percentile rank of peer group range 30 th - 80 th 30 th - 80 th 30 th - 80 th 30 th - 80 th 40 th - 70 th Percentage of units to be earned 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 % Maximum number of restricted common shares that may be earned 688,824 902,167 531,827 409,972 296,400 February grant date fair value per share $ 9.65 $ 7.30 $ 12.09 $ 12.42 $ 16.60 April 2020 grant date fair value per share (3) N/A $ 3.11 N/A N/A N/A 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 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 PSP. These awards have the same terms as the awards our executive officers received in February 2020. (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: PSP PSP PSP 2021 2020 2019 Risk free interest rate (1) 0.20 % 1.40 % 2.55 % Expected dividend yield (2) 6.5 % 8.4 % 5.3 % Expected volatility (3) 61 % 29 % 24 % (1) Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants. (2) The dividend yield is calculated utilizing the dividends paid for the previous five-year period. (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. F-48 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 Outstanding as of December 31, 2018 1,013,383 $ 14.44 Awarded 531,827 12.09 Earned — — Forfeited ( 421,306 ) 14.36 Outstanding as of December 31, 2019 1,123,904 $ 13.36 Awarded 902,167 6.35 Earned — — Forfeited ( 316,297 ) 16.01 Outstanding as of December 31, 2020 1,709,774 $ 9.17 Awarded 668,824 9.76 Earned (1) ( 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. F-49 Option Awards Options outstanding at December 31, 2021 had the following weighted average exercise prices and weighted average remaining contractual lives: Options Outstanding Options Exercisable Exercise prices Options Weighted average exercise price Weighted remaining contractual life in years Options Weighted average exercise price $ 5.73 264,000 $ 5.73 8.56 37,200 $ 5.73 $ 7.15 1,000,000 $ 7.15 8.37 500,000 $ 7.15 $ 21.94 221,500 $ 21.94 6.07 133,500 $ 21.94 $ 32.02 110,100 $ 32.02 1.95 110,100 $ 32.02 1,595,600 $ 10.68 7.64 780,800 $ 13.12 A summary of option activity under the Plan for the years ended December 31, 2021, 2020 and 2019 (aggregate intrinsic value amount in thousands): Options Shares Weighted-average exercise price Weighted-average remaining contractual life in years Aggregate intrinsic value Outstanding as of December 31, 2018 534,500 $ 25.56 Granted — — Exercised — — Forfeited ( 11,200 ) 25.27 Outstanding as of December 31, 2019 523,300 $ 25.57 6.06 $ — Granted 1,334,500 6.79 Exercised — — Forfeited ( 52,100 ) 25.80 Outstanding as of December 31, 2020 1,805,700 $ 11.69 8.30 $ — Granted — — Exercised ( 42,100 ) 6.31 Forfeited ( 168,000 ) 22.84 Outstanding as of December 31, 2021 1,595,600 $ 10.68 7.64 $ 15,707 Vested and Expected to Vest as of December 31, 2021 1,558,090 $ 10.76 7.62 $ 15,250 Exercisable as of December 31, 2021 780,800 $ 13.12 7.09 $ 6,569 In September 2020, the Company granted 334,500 options to non-executive employees of the Company. 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. 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 $ 1.03 and included the following weighted-average assumptions: expected dividend yield 4.93 %; expected life of 6.5 years; expected volatility of 34.39 %; a risk-free rate of 0.48 %; and forfeiture rate of 7.2 % dependent upon the employee's position within the Company. F-50 In April 2020, Stephen Yalof became the President and Chief Operating Officer of the Company. Mr. Yalof was granted 1.0 million options that have an exercise price of $ 7.15 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date. As an inducement to his entering into employment with the Company, the options were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rule s. The options expire 10 years from the date of grant and 25 % of the options become exercisable on December 31, 2020 with the remaining options vesting ratably on each December 31st through 2023, in each case, contingent upon continued employment with the Company through the applicable vesting date (subject to acceleration upon certain terminations of employment). The fair value of each option grant was 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 $ 0.42 and included the following weighted-average assumptions: expected dividend yield 9.86 %; expected life of 7.9 years; expected volatility of 30 %; a risk-free rate of 0.60 %; and forfeiture rate 0.0 %. 401(k) Retirement Savings Plan We have a 401(k) Retirement Savings Plan covering substantially all employees who meet certain age and employment criteria. An employee may invest pretax earnings in the 401(k) plan up to the maximum legal limits (as defined by Federal regulations). This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts. During the years ended December 31, 2021, 2020 and 2019, we contributed approximately $ 867,000 , $ 878,000 and $ 889,000 , respectively, to the 401(k) Retirement Savings Plan. F-51 17. Accumulated Other Comprehensive Loss of the Company The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 (in thousands): Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss Foreign currency Cash flow hedges Total Foreign currency Cash flow hedges Total Balance December 31, 2018 $ ( 32,610 ) $ 5,459 $ ( 27,151 ) $ ( 1,770 ) $ 290 $ ( 1,480 ) Other comprehensive income (loss) before reclassifications 4,062 ( 3,755 ) 307 217 ( 202 ) 15 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 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 (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 $ 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. F-52 18. Accumulated Other Comprehensive Loss of the Operating Partnership The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 (in thousands): Foreign currency Cash flow hedges Accumulated other comprehensive income (loss) Balance December 31, 2018 $ ( 34,380 ) $ 5,749 $ ( 28,631 ) Other comprehensive income (loss) before reclassifications 4,279 ( 3,957 ) 322 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 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 (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 ) 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. 19. Supplementary Income Statement Information The following amounts are included in property operating expenses for the years ended December 31, 2021, 2020 and 2019 (in thousands): 2021 2020 2019 Advertising and promotion $ 20,632 $ 20,435 $ 26,022 Common area maintenance 62,175 56,226 70,472 Real estate taxes 29,592 32,762 33,430 Other operating expenses 28,337 27,712 27,810 $ 140,736 $ 137,135 $ 157,734 F-53 20. Lease Agreements Lessor As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842. 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. 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. We also have certain agreements which require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes. 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 Rental revenues - variable (1) 109,671 88,256 103,433 Rental revenues $ 407,766 $ 377,932 $ 463,946 (1) Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes. Future minimum lease receipts under non-cancelable operating leases as of December 31, 2021, excluding the effect of straight-line rent and variable rentals, are as follows (in thousands) : 2022 $ 247,030 2023 214,861 2024 177,553 2025 136,911 2026 97,990 Thereafter 167,935 $ 1,042,280 Lessee 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 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. F-54 Our non-cancelable operating leases, with terms in excess of one year, have terms, including certain extension options, that expire from 2028 to 2101. Certain extension options, which are reasonably certain at inception, are used in the calculation of our operating lease right-of-use assets based on the economic life of the asset. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The majority of our operating lease expense is related to ground leases at the following outlet centers: 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 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 Short-term lease costs 1,465 2,511 2,297 Variable lease costs (1) 276 295 231 Total lease costs $ 7,252 $ 8,337 $ 8,047 (1) Our variable lease costs relate to our ground leases where increases in payments are based on center financial performance. The discount rate applied to measure each operating lease right-of-use asset and operating lease liability is based on our incremental borrowing rate (“IBR”). We consider the general economic environment and our credit rating and factor in various financing and asset specific adjustments to ensure the IBR is appropriate based on the intended use of the underlying lease. The lease term and discount rates are as follows: 2021 Weighted - average remaining lease term (years) 48.81 Weighted - average discount rate 5.0 % 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 Maturities of lease liabilities as of December 31, 2021 for the next five years and thereafter are as follows (in thousands): 2022 $ 5,669 2023 5,709 2024 5,765 2025 5,816 2026 5,854 Thereafter 215,205 Total lease payments $ 244,018 Less imputed interest 155,144 Present value of lease liabilities $ 88,874 F-55 21. Commitments and Contingencies Litigation 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. We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, we estimate and disclose the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in our consolidated financial statements. Lease Agreements 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 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 We are party to employment agreements with certain executives that provide for compensation and certain other benefits. 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. Debt 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. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0 % to 17 % of principal. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees. As of December 31, 2021, the maximum amount of joint venture debt guaranteed by the Company is $ 21.9 million. 22. Subsequent Events Dividends 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. F-56 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION For the Year Ended December 31, 2021 (in thousands) Description Initial cost to Company Costs Capitalized Subsequent to Acquisition (Improvements) (1) Gross Amount Carried at Close of Period December 31, 2021 (2) Outlet Center Name Location Encum-brances (3) Land Buildings, Improve-ments & Fixtures Land Buildings, Improve-ments & Fixtures Land Buildings, Improve-ments & Fixtures Total Accumulated Depreciation (1) Date of Construction or Acquisition Life Used to Compute Depreciation in Income Statement Atlantic City Atlantic City, NJ $ 22,387 $ — $ 125,988 $ — $ 14,157 $ — $ 140,145 $ 140,145 $ 45,921 2011 (5) (4) Blowing Rock Blowing Rock, NC — 1,963 9,424 — 10,808 1,963 20,232 22,195 12,780 1997 (5) (4) Branson Branson, MO — 4,407 25,040 396 26,258 4,803 51,298 56,101 36,391 1994 (4) Charleston Charleston, SC — 10,353 48,877 — 18,412 10,353 67,289 77,642 38,075 2006 (4) Commerce Commerce, GA — 1,262 14,046 707 37,640 1,969 51,686 53,655 37,981 1995 (4) Daytona Beach Daytona Beach, FL — 9,913 80,410 — 4,105 9,913 84,515 94,428 24,153 2016 (4) Deer Park Deer Park, NY — 82,413 173,044 — 17,988 82,413 191,032 273,445 60,520 2013 (5) (4) Foley Foley, AL — 4,400 82,410 693 39,040 5,093 121,450 126,543 66,896 2003 (5) (4) Fort Worth Fort Worth, TX — 11,157 87,025 — 2,050 11,157 89,075 100,232 19,693 2017 (4) Foxwoods (6) Mashantucket, CT — — 130,941 — ( 96,901 ) — 34,040 34,040 77 2015 (4) Gonzales Gonzales, LA — 679 15,895 — 34,548 679 50,443 51,122 37,931 1992 (4) Grand Rapids Grand Rapids, MI — 8,180 75,420 — 4,008 8,180 79,428 87,608 26,269 2015 (4) Hershey Hershey, PA — 3,673 48,186 — 7,828 3,673 56,014 59,687 20,967 2011 (5) (4) Hilton Head I Bluffton, SC — 4,753 — — 33,962 4,753 33,962 38,715 18,442 2011 (4) Hilton Head II Bluffton, SC — 5,128 20,668 — 17,418 5,128 38,086 43,214 21,183 2003 (5) (4) Howell Howell, MI — 2,250 35,250 — 17,053 2,250 52,303 54,553 30,492 2002 (5) (4) Lancaster Lancaster, PA — 3,691 19,907 6,656 65,756 10,347 85,663 96,010 37,661 1994 (5) (4) Locust Grove Locust Grove, GA — 2,558 11,801 57 33,336 2,615 45,137 47,752 30,918 1994 (4) Mebane Mebane, NC — 8,821 53,362 — 6,803 8,821 60,165 68,986 33,622 2010 (4) Myrtle Beach Hwy 17 Myrtle Beach, SC — — 80,733 — 30,250 — 110,983 110,983 45,632 2009 (5) (4) Myrtle Beach Hwy 501 Myrtle Beach, SC — 8,781 56,798 — 42,365 8,781 99,163 107,944 54,563 2003 (5) (4) F-57 TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION For the Year Ended December 31, 2021 (in thousands) Description Initial cost to Company Costs Capitalized Subsequent to Acquisition (Improvements) (1) Gross Amount Carried at Close of Period December 31, 2021 (2) Outlet Center Name Location Encum-brances (3) Land Buildings, Improve-ments & Fixtures Land Buildings, Improve-ments & Fixtures Land Buildings, Improve-ments & Fixtures Total Accumulated Depreciation (1) Date of Construction or Acquisition Life Used to Compute Depreciation in Income Statement Pittsburgh Pittsburgh, PA — 5,528 91,288 3 15,887 5,531 107,175 112,706 68,045 2008 (4) Rehoboth Beach Rehoboth Beach, DE — 20,600 74,209 1,875 58,885 22,475 133,094 155,569 63,954 2003 (5) (4) Riverhead Riverhead, NY — — 36,374 6,152 136,902 6,152 173,276 179,428 112,032 1993 (4) San Marcos San Marcos, TX — 1,801 9,440 2,301 60,757 4,102 70,197 74,299 48,762 1993 (4) Savannah Pooler, GA — 8,432 167,780 — 4,915 8,432 172,695 181,127 34,665 2016 (5) (4) Sevierville Sevierville, TN — — 18,495 — 52,928 — 71,423 71,423 46,076 1997 (5) (4) Southaven Southaven, MS 40,087 14,959 50,511 — 1,314 14,959 51,825 66,784 22,533 2015 (4) Tilton Tilton, NH — 1,800 24,838 29 14,905 1,829 39,743 41,572 21,920 2003 (5) (4) Westgate Glendale, AZ — 19,037 140,337 2,555 9,080 21,592 149,417 171,009 26,796 2016 (5) (4) Other Various — 306 1,495 — 40 306 1,535 1,841 438 Various (4) $ 62,474 $ 246,845 $ 1,809,992 $ 21,424 $ 722,497 $ 268,269 $ 2,532,489 $ 2,800,758 $ 1,145,388 (1) Includes impairment charges that reduce the asset value. (2) Aggregate cost for federal income tax purposes is approximately $ 2.9 billion. (3) Including premiums and net of debt origination costs. (4) We generally use estimated lives of 33 years for buildings and 15 years for land improvements. Tenant finishing allowances are depreciated over the initial lease term. Building, improvements & fixtures includes amounts included in construction in progress on the consolidated balance sheet. (5) Represents year acquired. (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. 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. F-58 TANGER FACTORY OUTLET CENTERS, INC. and SUBSIDIARIES TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES SCHEDULE III - (Continued) REAL ESTATE AND ACCUMULATED DEPRECIATION For the Year Ended December 31, 2021 (in thousands) The changes in total real estate for the years ended December 31, 2021, 2020 and 2019 are as follows: 2021 2020 2019 Balance, beginning of year $ 2,793,372 $ 2,896,894 $ 3,046,179 Improvements 37,218 29,516 50,117 Impairment charges ( 8,574 ) ( 91,603 ) ( 40,539 ) Dispositions and other ( 21,258 ) ( 41,435 ) ( 158,863 ) Balance, end of year $ 2,800,758 $ 2,793,372 $ 2,896,894 The changes in accumulated depreciation for the years ended December 31, 2021, 2020 and 2019 are as follows: 2021 2020 2019 Balance, beginning of year $ 1,054,993 $ 1,009,951 $ 981,305 Depreciation for the period 96,990 101,665 107,129 Impairment charges ( 2,160 ) ( 30,208 ) ( 3,028 ) Dispositions and other ( 4,435 ) ( 26,415 ) ( 75,455 ) Balance, end of year $ 1,145,388 $ 1,054,993 $ 1,009,951 F-59