What changed in this filing

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Item 1. Financial Statements

2022-05-09 compared with 2021-11-04 · 134 added, 309 removed, 497 unchanged (47% of the section changed)

3 unchanged sentences

(In thousands, except unit data, unaudited)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Rental property:

1 unchanged sentence

Buildings, improvements and fixtures 2,528,223 2,532,489

Construction in progress 6,175 —

2,802,667 2,800,758

19 unchanged sentences

Partners’ Equity:

General partner, 1,100,000 units outstanding at September 30, 2021 and 1,000,000 at December 31, 2020, respectively

Limited partners, 4,794,643 and 4,794,643 Class A common units, and 102,884,234 and 92,569,801 Class B common units outstanding at September 30, 2021 and December 31, 2020, respectively

General partner, 1,100,000 units outstanding at March 31, 2022 and 1,100,000 at December 31, 2021, respectively

Limited partners, 4,761,559 and 4,761,559 Class A common units, and 103,369,061 and 102,984,734 Class B common units outstanding at March 31, 2022 and December 31, 2021, respectively

511,800 514,023

8 unchanged sentences

(In thousands, except per unit data, unaudited)

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

Rental revenues $ 104,609 $ 97,467

4 unchanged sentences

General and administrative 15,467 16,793

Impairment charge — — — 45,675

Depreciation and amortization 26,243 28,150

2 unchanged sentences

Interest expense ( 11,634 ) ( 14,362 )

Loss on early extinguishment of debt ( 33,821 ) — ( 47,860 ) —

Gain on sale of assets — 2,324 — 2,324

Other income (expense) 183 ( 3,505 )

Total other income (expense) ( 11,451 ) ( 17,867 )

Income (loss) before equity in earnings (losses) of unconsolidated joint ventures ( 13,332 ) 13,761 ( 10,891 ) ( 36,800 )

Equity in earnings (losses) of unconsolidated joint ventures 2,261 ( 42 ) 6,758 ( 1,490 )

Net income (loss) ( 11,071 ) 13,719 ( 4,133 ) ( 38,290 )

Income before equity in earnings of unconsolidated joint ventures 18,949 2,573

Equity in earnings of unconsolidated joint ventures 2,513 1,769

Net income 21,462 4,342

Noncontrolling interests in consolidated partnerships — —

Net income (loss) available to partners ( 11,071 ) 13,719 ( 4,133 ) ( 38,480 )

Net income (loss) available to limited partners ( 10,959 ) 13,580 ( 4,095 ) ( 38,089 )

Net income (loss) available to general partner $ ( 112 ) $ 139 $ ( 38 ) $ ( 391 )

Net income available to partners 21,462 4,342

Net income available to limited partners 17,150 4,295

Net income available to general partner $ 4,312 $ 47

Basic earnings per common unit:

Net income (loss) $ ( 0.11 ) $ 0.14 $ ( 0.05 ) $ ( 0.40 )

Net income $ 0.20 $ 0.04

Diluted earnings per common unit:

Net income (loss) $ ( 0.11 ) $ 0.14 $ ( 0.05 ) $ ( 0.40 )

Net income $ 0.19 $ 0.04

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

2 unchanged sentences

(In thousands, unaudited)

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Net income (loss) $ ( 11,071 ) $ 13,719 $ ( 4,133 ) $ ( 38,290 )

Other comprehensive income (loss):

Three months ended March 31,

Net income $ 21,462 $ 4,342

Other comprehensive income:

Foreign currency translation adjustments 1,226 4,639

Changes in fair value of cash flow hedges 7,674 1,998

Other comprehensive income (loss) ( 2,034 ) 3,333 6,205 ( 7,217 )

Comprehensive income (loss) ( 13,105 ) 17,052 2,072 ( 45,507 )

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

Comprehensive income (loss) attributable to the Operating Partnership $ ( 13,105 ) $ 17,052 $ 2,072 $ ( 45,697 )

Other comprehensive income 8,900 6,637

Comprehensive income 30,362 10,979

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

Comprehensive income attributable to the Operating Partnership $ 30,362 $ 10,979

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

3 unchanged sentences

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, June 30, 2020 $ 3,192 $ 364,229 $ ( 37,438 ) $ 329,983 $ — $ 329,983

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

Net income 47 4,295 — 4,342 — 4,342

1 unchanged sentence

Compensation under Incentive Award Plan — 3,909 — 3,909 — 3,909

Forfeitures of 18,996 restricted common share awards by the Company

Balance, September 30, 2020 $ 3,331 $ 380,259 $ ( 34,105 ) $ 349,485 $ — $ 349,485

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

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

Net income (loss) ( 391 ) ( 38,089 ) — ( 38,480 ) 190 ( 38,290 )

Other comprehensive loss — — ( 7,217 ) ( 7,217 ) — ( 7,217 )

Compensation under Incentive Award Plan — 9,871 — 9,871 — 9,871

Grant of 469,675 restricted common share awards by the Company

Issuance of 6,258 deferred units

Issuance of 100,000 general partner units and 6,767,078 limited partner units

1,874 126,781 — 128,655 — 128,655

Withholding of 111,977 common units for employee income taxes

4 unchanged sentences

Distributions to noncontrolling interests — — — — — —

Balance, September 30, 2020 $ 3,331 $ 380,259 $ ( 34,105 ) $ 349,485 $ — $ 349,485

Balance, March 31, 2021 $ 5,077 $ 499,339 $ ( 21,402 ) $ 483,014 $ — $ 483,014

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES

2 unchanged sentences

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, June 30, 2021 $ 4,909 $ 538,376 $ ( 19,800 ) $ 523,485 $ — $ 523,485

Net loss ( 112 ) ( 10,959 ) — ( 11,071 ) — ( 11,071 )

Other comprehensive loss — — ( 2,034 ) ( 2,034 ) — ( 2,034 )

Compensation under Incentive Award Plan — 3,012 — 3,012 — 3,012

Issuance of 17,240 common units upon exercise of options

— 99 — 99 — 99

Issuance of 331,682 common units

— 6,093 — 6,093 — 6,093

Withholding of 8,756 common units for employee income taxes

— ( 150 ) — ( 150 ) — ( 150 )

Grant of 23,488 restricted common share awards by the Company

Common distributions ($ 0.3600 per unit) (1)

( 396 ) ( 38,878 ) — ( 39,274 ) — ( 39,274 )

Balance, September 30, 2021 $ 4,401 $ 497,593 $ ( 21,834 ) $ 480,160 $ — $ 480,160

General partner Limited partners Accumulated other comprehensive loss Total partners’ equity Noncontrolling interests in consolidated partnerships Total equity

Balance, December 31, 2021 $ 4,539 $ 514,023 $ ( 18,773 ) $ 499,789 $ — $ 499,789

Net loss ( 38 ) ( 4,095 ) — ( 4,133 ) — ( 4,133 )

Net income 4,312 17,150 — 21,462 — 21,462

Other comprehensive income — — 8,900 8,900 — 8,900

2 unchanged sentences

— 10 — 10 — 10

Issuance of 10,009,263 common units

1,874 185,095 — 186,969 — 186,969

Withholding of 129,971 common units for employee income taxes

1 unchanged sentence

Grant of 512,398 restricted common share awards by the Company

Common distributions ($ 0.7150

per unit) (2)

Common distributions ($ 0.1825 per unit)

( 201 ) ( 19,983 ) — ( 20,184 ) — ( 20,184 )

Balance, September 30, 2021 $ 4,401 $ 497,593 $ ( 21,834 ) $ 480,160 $ — $ 480,160

(1) Includes a $ 0.1775 cash distribution per common unit declared and paid during the third quarter of 2021 and a cash distribution declared in September 2021 payable in November 2021 of $ 0.1825 per common unit.

(2) Includes a $ 0.5325 cash distribution per common unit declared and paid during the first nine months of 2021 and a cash distribution declared in September 2021 payable in November 2021 of $ 0.1825 per common unit.

Balance, March 31, 2022 $ 8,650 $ 511,800 $ ( 9,873 ) $ 510,577 $ — $ 510,577

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

2 unchanged sentences

(In thousands, unaudited)

Nine months ended September 30,

Three months ended March 31,

OPERATING ACTIVITIES

Net loss $ ( 4,133 ) $ ( 38,290 )

Net income $ 21,462 $ 4,342

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 26,243 28,150

Impairment charge — 45,675

Amortization of deferred financing costs 759 1,173

Gain on sale of assets — ( 2,324 )

Loss on early extinguishment of debt 47,860 —

Equity in (earnings) losses of unconsolidated joint ventures ( 6,758 ) 1,490

Equity in earnings of unconsolidated joint ventures ( 2,513 ) ( 1,769 )

Equity-based compensation expense 2,708 3,845

16 unchanged sentences

Other investing activities 1,686 5,396

Net cash used in investing activities ( 1,928 ) ( 12,287 )

Net cash provided by (used in) investing activities ( 3,340 ) 2,717

FINANCING ACTIVITIES

Cash distributions paid ( 20,184 ) ( 17,775 )

Proceeds from revolving credit facility — 641,630

Repayments of revolving credit facility — ( 641,630 )

Proceeds from notes, mortgages and loans — —

Repayments of notes, mortgages and loans ( 1,080 ) ( 25,924 )

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

Employee income taxes paid related to shares withheld upon vesting of equity awards ( 2,146 ) ( 1,637 )

2 unchanged sentences

Proceeds from the Company’s common share offering — 128,655

Proceeds from other financing activities — 72

Payment for other financing activities ( 287 ) ( 287 )

Net cash used in financing activities ( 83,607 ) ( 76,345 )

Net cash provided by (used in) financing activities ( 23,914 ) 82,956

Effect of foreign currency on cash and cash equivalents ( 8 ) ( 60 )

Net increase in cash and cash equivalents 58,063 3,193

Net increase (decrease) in cash and cash equivalents ( 8,574 ) 116,814

Cash and cash equivalents, beginning of period 161,152 84,750

8 unchanged sentences

We are a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”) which, through our controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers.

As of September 30, 2021, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet.

As of March 31, 2022, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet.

We also had partial ownership interests in 6 unconsolidated outlet centers totaling approximately 2.1 million square feet, including 2 outlet centers in Canada.

4 unchanged sentences

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

The Company owns the majority of the units of partnership interest issued by the Operating Partnership through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust.

Tanger GP Trust is the sole general partner of the Operating Partnership.

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

The Company controls the Operating Partnership as its sole general partner.

Tanger LP Trust holds a limited partnership interest.

As of September 30, 2021, the Company, through its ownership of Tanger GP Trust and Tanger LP Trust, owned 103,984,234 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,794,643 Class A common limited partnership units.

As of March 31, 2022, the Company and its wholly-owned subsidiaries owned 104,469,061 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 REIT status.

7 unchanged sentences

The results of interim periods are not necessarily indicative of the results for a full year.

In accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 205, Presentation of Financial Statements, certain prior year balances in the accompanying consolidated statements of cash flows have been reclassified in order to conform to the current period presentation.

Specifically, for the nine months ended September 30, 2020, the uncollectible rental revenue allowance of $ 26.6 million has been presented as a component of “other assets” rather than the previous presentation where it was included as a single line item, “Uncollectible rental revenue allowance” within “net cash provided by operating activities.” There has been no change to “net cash provided by operating activities” for the nine months ended September 30, 2020 as a result of this reclassification.

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.

10 unchanged sentences

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 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.

The carrying amount of our investments in the Charlotte, Columbus, 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 Operating Partnership” reflects the Non-Company LP’s percentage ownership of the Operating Partnership’s units.

2 unchanged sentences

Income is allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.

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.

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

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

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

Accounts Receivable

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.

Historically, our accounts receivable from tenants has not been material;

however, given the impacts from the COVID-19 pandemic discussed above, our net accounts receivable balance, which is recorded in prepaids and other assets on the consolidated balance sheet, had increased to approximately $ 18.8 million at December 31, 2020, but decreased to approximately $ 6.5 million at September 30, 2021, primarily due to collections of deferred April and May 2020 rents during the first nine months of 2021.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 54.1 million as of September 30, 2021.

During the three months ended September 30, 2020, we wrote off $ 5.2 million of third quarter rents billed, related to tenant bankruptcies, other uncollectible accounts due to financial weakness and one-time concessions in exchange for landlord-favorable amendments to lease structure.

During the nine months ended September 30, 2020, we wrote off approximately $ 28.6 million of second and third quarter rents, related to bankruptcies, other uncollectible accounts due to financial weakness and one-time concessions in exchange for landlord-favorable amendments to lease structure.

In addition, for the three and nine months ended September 30, 2020, we recorded a $ 2.2 million and $ 11.8 million reserve, respectively, for a portion of deferred and under negotiation billings that were expected to become uncollectible in future periods.

Further, for the three and nine months ended September 30, 2020 we recognized a write-off of revenue of approximately $ 2.4 million and $ 6.1 million of straight-line rents, respectively, associated with the tenant bankruptcies and uncollectible accounts.

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.

2 unchanged sentences

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.

Straight-line rent adjustments recorded as a receivable in prepaids and other assets on the consolidated balance sheets was approximately $ 51.6 million as of March 31, 2022.

Impairment of Long-Lived Assets

1 unchanged sentence

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, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

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

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

If the effects of the COVID-19 pandemic (“COVID-19”) 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 during the remainder of 2021 or future periods.

Disposition of Properties

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

Disposition of Properties

The following table sets forth certain summarized information regarding properties sold during the nine months ended September 30, 2021 and September 30, 2020:

The following table sets forth certain summarized information regarding properties sold during the three months ended March 31, 2022 and March 31, 2021:

Location Date Sold Square Feet

3 unchanged sentences

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

2020 Disposition:

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

(1) The rental properties sold did not meet the criteria to be reported as discontinued operations.

2 unchanged sentences

We have an ownership interest in the following unconsolidated real estate joint ventures:

As of September 30, 2021

As of March 31, 2022

Joint Venture Outlet Center Location Ownership % Square Feet

2 unchanged sentences

Investments included in investments in unconsolidated joint ventures:

Columbus Columbus, OH 50.0 % 355 $ 1.1 $ 70.9

RioCan Canada Various 50.0 % 665 83.0 —

Investments included in other liabilities:

Columbus, OH 50.0 % 355 $ ( 0.9 ) $ 70.9

Charlotte (2)

18 unchanged sentences

Texas City, TX 50.0 % 353 ( 14.0 ) 64.4

(1) Net of debt origination costs of $ 1.1 million as of September 30, 2021 and $ 1.1 million as of December 31, 2020.

(1) Net of debt origination costs of $ 1.0 million as of March 31, 2022 and $ 1.0 million as of December 31, 2021.

(2) The negative carrying value is due to distributions exceeding contributions and increases or decreases from our equity in earnings of the joint venture.

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

Three months ended Nine months ended

September 30, September 30,

2021 2020 2021 2020

Three months ended

Management and marketing $ 536 $ 509

3 unchanged sentences

Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture.

Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Summary Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures.

The differences in basis (totaling $ 3.4 million and $ 3.6 million as of September 30, 2021 and December 31, 2020, respectively) are amortized over the various useful lives of the related assets.

Galveston/Houston

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 %.

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

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 $ 3.3 million and $ 3.4 million as of March 31, 2022 and December 31, 2021, respectively) are amortized over the various useful lives of the related assets.

RioCan Canada

3 unchanged sentences

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.

During June 2020, the Rio-Can joint venture recognized an impairment charge related to its Saint-Sauveur property in Quebec.

The impairment charge was primarily driven by deterioration of net operating income caused by market competition and the COVID-19 pandemic.

The table below summarizes the impairment charge taken during the second quarter of 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.

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

Condensed Combined Balance Sheets - Unconsolidated Joint Ventures September 30, 2021 December 31, 2020

Condensed Combined Balance Sheets - Unconsolidated Joint Ventures March 31, 2022 December 31, 2021

Land $ 84,184 $ 83,568

14 unchanged sentences

Total liabilities and owners’ equity $ 413,534 $ 421,790

Three months ended Nine months ended

Condensed Combined Statements of Operations September 30, September 30,

Three months ended

Condensed Combined Statements of Operations March 31,

- Unconsolidated Joint Ventures 2022 2021

2 unchanged sentences

General and administrative 92 29

Asset impairment — — — 6,181

Depreciation and amortization 5,482 5,901

5 unchanged sentences

Total other expense ( 2,913 ) ( 2,383 )

Net income (loss) $ 4,589 $ 45 $ 14,372 $ ( 2,590 )

Net income $ 5,051 $ 4,266

The Company and Operating Partnership’s share of:

Net income (loss) $ 2,261 $ ( 42 ) $ 6,758 $ ( 1,490 )

Net income $ 2,513 $ 1,769

Depreciation and amortization (real estate related) $ 2,754 $ 2,996

1 unchanged sentence

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

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 520.0 million as of September 30, 2021.

The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $ 520.0 million as of March 31, 2022.

The Company also guarantees the Operating Partnership’s unsecured term loan.

The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Unsecured lines of credit $ — $ —

2 unchanged sentences

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

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Stated Interest Rate(s) Maturity Date Principal Book Value (1)

1 unchanged sentence

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 $ 347,470 $ 350,000 $ 347,329

3 unchanged sentences

Atlantic City (2) (3)

5.14 % - 7.65 % November 2021- December 2026 24,531 25,463 27,343 28,569

Southaven (5)

LIBOR + 1.80 % October 2021 51,400 51,344 51,400 51,371

6.44 % - 7.65 % December 2024- December 2026 20,468 21,215 21,550 22,387

Southaven LIBOR + 1.80 % April 2023 40,144 40,097 40,144 40,087

Unsecured term loan LIBOR + 1.25 % April 2024 300,000 298,590 300,000 298,421

4 unchanged sentences

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

(4) In October 2021, we repaid a $ 2.1 million mortgage note secured by the Atlantic City property, which was scheduled to mature in December 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 5.14 % to 7.65 % with maturity dates between November 2021 and December 2026.

(5) 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.

Certain of our properties, which had a net book value of approximately $ 155.2 million at September 30, 2021, serve as collateral for mortgages payable.

As of September 30, 2021, we maintained unsecured lines of credit that provided for borrowings of up to $ 520.0 million.

The unsecured lines of credit as of September 30, 2021 included a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

As of September 30, 2021 and following the July 2021 amendments discussed below, the syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

Certain of our properties, which had a net book value of approximately $ 149.0 million at March 31, 2022, serve as collateral for mortgages payable.

As of March 31, 2022, we maintained unsecured lines of credit that provided for borrowings of up to $ 520.0 million.

The unsecured lines of credit as of March 31, 2022 included a $ 20.0 million liquidity line and a $ 500.0 million syndicated line.

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

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

1 unchanged sentence

The principal guarantees include terms for release or reduction based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests.

As of September 30, 2021, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 21.9 million.

As of March 31, 2022, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $ 21.9 million.

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 September 30, 2021, we believe we were in compliance with all of our debt covenants.

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 September 30, 2021.

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.

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 included 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 remaining proceeds were used for general corporate purposes.

As of March 31, 2022, we believe we were in compliance with all of our debt covenants.

Debt Maturities

Maturities of the existing long-term debt as of September 30, 2021 for the next five years and thereafter are as follows (in thousands):

Maturities of the existing long-term debt as of March 31, 2022 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

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Total $ 1,396,537

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.

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

These other sources include but are not limited to:

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The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets (notional amounts and fair values in thousands):

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate September 30, 2021 December 31, 2020

Effective Date Maturity Date Notional Amount Bank Pay Rate Company Fixed Pay Rate March 31, 2022 December 31, 2021

Assets (Liabilities) (1) :

Interest rate swaps:

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 % $ 259 $ ( 459 )

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The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands):

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

Interest Rate Swaps:

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Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs

Fair value as of September 30, 2021:

Fair value as of March 31, 2022:

Short-term government securities ( cash and cash equivalents)

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Total assets $ 159,697 $ 149,997 $ 9,700 $ —

Interest rate swaps (other liabilities) $ 1,503 $ — $ 1,503 $ —

Total liabilities $ 1,503 $ — $ 1,503 $ —

Level 1 Level 2 Level 3

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$ 158,197 $ 158,197 $ — $ —

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

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

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Fair values of interest rate swaps are estimated 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

Fair value as of March 31, 2020:

Long-lived assets $ 60,000 $ — $ — $ 60,000

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.

In the fourth quarter of 2020, we recorded an additional impairment of $ 19.2 million.

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.

Discount rates and terminal capitalization rates utilized in this approach 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.

The terminal capitalization rate used in the calculation was 7.8 % and the discount rate used was 8.5 %.

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.

Other Fair Value Disclosures

The estimated fair value within the fair value hierarchy and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands):

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $ — $ —

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Dividend Declaration

In September 2021, the Company's Board of Directors declared a quarterly cash dividend of $ 0.1825 per common share payable on November 15, 2021 to each shareholder of record on October 29, 2021, and the Trustees of Tanger GP Trust declared a $ 0.1825 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

As a result of the declaration, a liability in the amount of approximately $ 19.9 million was recorded in accounts payable and accrued expenses in the consolidated balance sheet as of September 30, 2021.

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 in its capacity as General Partner of the Operating Partnership, a $ 0.1825 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

At-the-Market Offering

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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 March 31, 2022, 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:

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Three months ended March 31,

Number of common shares settled during the period — 6,867,078

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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 a repurchase covenant.

On July 1, 2021, a covenant in the Company’s debt agreements (the “repurchase covenant”) prohibiting share repurchases expired.

On July 1, 2021, the Repurchase Covenant expired.

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

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

The Company did not repurchase any shares for both the three and nine months ended September 30, 2021 and 2020.

The remaining amount authorized to be repurchased under the program as of September 30, 2021 was approximately $ 80.0 million.

The Company did not repurchase any shares for both the three months ended March 31, 2022 and 2021.

The remaining amount authorized to be repurchased under the program as of March 31, 2022 was approximately $ 80.0 million.

Partners’ Equity of the Operating Partnership

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Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding Class B common limited partnership unit held by Tanger LP Trust.

The following table sets forth the changes in outstanding partnership units for the three and nine months ended September 30, 2021 and September 30, 2020:

The following table sets forth the changes in outstanding partnership units for the three months ended March 31, 2022 and March 31, 2021:

Limited Partnership Units

General Partnership Units Class A Class B Total

Balance June 30, 2020 1,000,000 4,911,173 92,472,267 97,383,440

Forfeitures of restricted common share awards — — ( 18,996 ) ( 18,996 )

Balance September 30, 2020 1,000,000 4,911,173 92,453,271 97,364,444

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

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Units withheld for employee income taxes — — ( 111,977 ) ( 111,977 )

Balance September 30, 2020 1,000,000 4,911,173 92,453,271 97,364,444

Balance June 30, 2021 1,100,000 4,794,643 102,520,580 107,315,223

Options exercised — — 17,240 17,240

Issuance of units — — 331,682 331,682

Grant of restricted common share awards by the Company, net of forfeitures — — 23,488 23,488

Units withheld for employee income taxes — — ( 8,756 ) ( 8,756 )

Balance September 30, 2021 1,100,000 4,794,643 102,884,234 107,678,877

Balance March 31, 2021 1,100,000 4,794,643 99,694,577 104,489,220

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

Options exercised — — 32,740 32,740

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

Grant of restricted common share awards by the Company, net of forfeitures — — 512,398 512,398

Issuance of units — — — —

Options exercised — — 1,900 1,900

Units withheld for employee income taxes — — ( 129,971 ) ( 129,971 )

Balance September 30, 2021 1,100,000 4,794,643 102,884,234 107,678,877

Balance March 31, 2022 1,100,000 4,761,559 103,369,061 108,130,620

Earnings Per Share of the Company

The following table sets forth a reconciliation of the numerators and denominators in computing the Company’s earnings per share (in thousands, except per share amounts):

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

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

Three months ended March 31,

Net income attributable to Tanger Factory Outlet Centers, Inc.

$ 20,518 $ 4,133

Less allocation of earnings to participating securities ( 215 ) ( 207 )

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

Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.

$ 20,303 $ 3,926

Basic weighted average common shares 103,520 94,812

Effect of notional units 802 288

Effect of outstanding options 736 717

Diluted weighted average common shares 105,058 95,817

Basic earnings per common share:

Net income (loss) $ ( 0.11 ) $ 0.14 $ ( 0.05 ) $ ( 0.40 )

Net income $ 0.20 $ 0.04

Diluted earnings per common share:

Net income (loss) $ ( 0.11 ) $ 0.14 $ ( 0.05 ) $ ( 0.40 )

Net income $ 0.19 $ 0.04

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 each of the three and nine months ended September 30, 2021 and September 30, 2020.

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 both the three and nine months ended September 30, 2021, approximately 1.8 million notional units were excluded from the computation and for both the three and nine months ended September 30, 2020, approximately 1.7 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.

For the three months ended March 31, 2022, approximately 139,000 notional units were excluded from the computation and for the three months ended March 31, 2021, approximately 1.1 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as 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 both the three and nine months ended September 30, 2021, approximately 1.6 million options were excluded from the computation, as they were anti-dilutive.

For both the three and nine months ended September 30, 2020, approximately 1.8 million options were excluded from the computation, as they were anti-dilutive.

For the three months ended March 31, 2022, approximately 297,000 options were excluded from the computation and for the three months ended March 31, 2021, approximately 403,000 options were excluded from the computation, 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.

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The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):

Three months ended September 30, Nine months ended September 30,

2021 2020 2021 2020

Net income (loss) attributable to partners of the Operating Partnership $ ( 11,071 ) $ 13,719 $ ( 4,133 ) $ ( 38,480 )

Three months ended March 31,

Net income attributable to partners of the Operating Partnership $ 21,462 $ 4,342

Less allocation of earnings to participating securities ( 215 ) ( 207 )

Net income (loss) available to common unitholders of the Operating Partnership $ ( 11,472 ) $ 13,572 $ ( 4,937 ) $ ( 39,172 )

Net income available to common unitholders of the Operating Partnership $ 21,247 $ 4,135

Basic weighted average common units 108,282 99,606

Effect of notional units 802 288

Effect of outstanding options 736 717

Diluted weighted average common units 109,820 100,611

Basic earnings per common unit:

Net income (loss) $ ( 0.11 ) $ 0.14 $ ( 0.05 ) $ ( 0.40 )

Net income $ 0.20 $ 0.04

Diluted earnings per common unit:

Net income (loss) $ ( 0.11 ) $ 0.14 $ ( 0.05 ) $ ( 0.40 )

Net income $ 0.19 $ 0.04

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 that had a dilutive effect on earnings per common unit for each of the three and nine months ended September 30, 2021 and September 30, 2020.

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 both the three and nine months ended September 30, 2021 approximately 1.8 million notional units were excluded from the computation and for both the three and nine months ended September 30, 2020 approximately 1.7 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as 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 both the three and nine months ended September 30, 2021, approximately 1.6 million options were excluded from the computation.

For both the three and nine months ended September 30, 2020, approximately 1.8 million options were excluded from the computation as they were anti-dilutive.

Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents.

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and Tanger Properties Limited Partnership (as amended and restated on April 4, 2014), as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants.

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

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

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We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2021 2020 2021 2020

Three months ended

Restricted common shares (1)

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Notional unit performance awards (1)

962 624 3,257 3,606

Options 94 123

Total equity-based compensation $ 2,708 $ 3,845

(1) The nine months ended September 30, 2021 includes the accelerated recognition of compensation cost.

(1) The three months ended March 31, 2021, includes the accelerated recognition of compensation cost.

Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2021 2020 2021 2020

Three months ended

Equity-based compensation expense capitalized $ 38 $ 64

Restricted Common Share and Restricted Share Unit Awards

During February 2021, the Company granted approximately 385,000 restricted common shares and restricted share units to the Company’s non-employee directors and the Company’s senior executive officers.

During February 2022, the Company granted approximately 383,000 restricted common shares and restricted share units to the Company’s non-employee directors and the Company’s executive officers.

The grant date fair value of the awards was $ 16.62 per share.

The restricted common shares vest ratably over a three year period on January 4th of each year for non-employee directors and on February 15th of each year for senior executive officers.

The restricted common shares vest ratably over a three year period on January 4th of each year for non-employee directors and on February 15th of each year for executive officers.

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

Also in August 2021, the Company granted approximately 23,000 restricted common shares and restricted share units to the recently hired senior executive officers.

The grant date fair value of the awards was $ 17.09 per share.

The restricted common shares vest ratably over a three year period on February 15th of each year for the recently hired senior executive officers.

For certain shares that vest during the period, we withhold shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities.

The total number of shares withheld upon vesting were approximately 121,000 and 57,000 for the nine months ended September 30, 2021 and 2020, respectively.

The total number of shares withheld upon vesting were approximately 130,000 and 112,000 for the three months ended March 31, 2022 and 2021, respectively.

The total number of shares withheld was 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 $ 1.8 million and $ 736,000 for the nine months ended September 30, 2021 and 2020, respectively.

Total amounts paid for the employees’ tax obligation to taxing authorities were $ 2.1 million and $ 1.6 million for the three months ended March 31, 2022 and 2021, respectively.

These amounts are reflected as financing activities within the consolidated statements of cash flows.

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During February 2022, the Compensation Committee of the Company approved the general terms of the Tanger Factory Outlet Centers, Inc.

2021 Performance Share Plan (the “2021 PSP”) covering the Company's senior executive officers whereby a maximum of approximately 642,000 restricted common shares may be earned if certain share price appreciation goals are achieved over a three year measurement period.

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.

2022 Performance Share Plan (the “2022 PSP”) covering the Company's executive officers whereby a maximum of approximately 555,000 restricted common shares may be earned if certain share price appreciation goals are achieved over a three year measurement period.

The 2022 PSP is a long-term incentive compensation plan.

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February grant date fair value per share $ 11.68

August grant date fair value per share $ 12.44

(1) The number of restricted common shares received under the 2022 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.

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

The fair values of the 2021 PSP awards granted during the nine months ended September 30, 2021 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

The fair values of the 2022 PSP awards granted during the three months ended March 31, 2022 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:

Risk free interest rate (1)

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(1) Represents the interest rate as of the grant date on US 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.

(2) The dividend yield is calculated utilizing the average dividend yield over the previous three-year period and the current dividend yield as of the valuation date.

(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.

2018 Outperformance Plan

On February 15, 2021, the measurement period for the 2018 Outperformance Plan ('the 2018 OPP") expired.

2019 Performance Share Plan

On February 17, 2022, the measurement period for the 2019 Performance Share Plan (the “2019 PSP") expired.

Based on the Company’s relative total shareholder return over the three year measurement period, we issued 96,592 restricted common shares in February 2022, with 58,569 vesting immediately and the remaining 38,023 vesting in February one year thereafter, contingent upon continued employment with the Company through the vesting date.

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Accumulated Other Comprehensive Income (Loss) of the Company

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2021 (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 June 30, 2021 $ ( 17,685 ) $ ( 1,058 ) $ ( 18,743 ) $ ( 991 ) $ ( 66 ) $ ( 1,057 )

Other comprehensive loss before reclassifications ( 2,047 ) ( 222 ) ( 2,269 ) ( 95 ) ( 11 ) ( 106 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 326 326 — 15 15

Balance September 30, 2021 $ ( 19,732 ) $ ( 954 ) $ ( 20,686 ) $ ( 1,086 ) $ ( 62 ) $ ( 1,148 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2022 (in thousands):

Tanger Factory Outlet Centers, Inc.

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Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 281 281 — 13 13

Balance September 30, 2021 $ ( 19,732 ) $ ( 954 ) $ ( 20,686 ) $ ( 1,086 ) $ ( 62 ) $ ( 1,148 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020 (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 June 30, 2020 $ ( 29,249 ) $ ( 6,264 ) $ ( 35,513 ) $ ( 1,590 ) $ ( 335 ) $ ( 1,925 )

Other comprehensive income (loss) before reclassifications 1,776 ( 42 ) 1,734 94 ( 3 ) 91

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 1,432 1,432 — 76 76

Balance September 30, 2020 $ ( 27,473 ) $ ( 4,874 ) $ ( 32,347 ) $ ( 1,496 ) $ ( 262 ) $ ( 1,758 )

Balance March 31, 2022 $ ( 18,541 ) $ 9,289 $ ( 9,252 ) $ ( 1,030 ) $ 409 $ ( 621 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2021 (in thousands):

Tanger Factory Outlet Centers, Inc.

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

Other comprehensive loss before reclassifications ( 2,379 ) ( 6,995 ) ( 9,374 ) ( 127 ) ( 372 ) ( 499 )

Other comprehensive income before reclassifications 952 1,508 2,460 57 76 133

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,463 394 3,857 167 20 187

Balance September 30, 2020

Balance March 31, 2021

$ ( 18,984 ) $ ( 1,284 ) $ ( 20,268 ) $ ( 1,057 ) $ ( 77 ) $ ( 1,134 )

We expect within the next twelve months to reclassify into earnings as an increase to interest expense approximately $ 1.2 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of September 30, 2021.

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 3.2 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of March 31, 2022.

Accumulated Other Comprehensive Income (Loss) of the Operating Partnership

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2021 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance June 30, 2021 $ ( 18,676 ) $ ( 1,124 ) $ ( 19,800 )

Other comprehensive loss before reclassifications ( 2,142 ) ( 233 ) ( 2,375 )

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 341 341

Balance September 30, 2021 $ ( 20,818 ) $ ( 1,016 ) $ ( 21,834 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2022 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

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Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 294 294

Balance September 30, 2021 $ ( 20,818 ) $ ( 1,016 ) $ ( 21,834 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three and nine months ended September 30, 2020 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

Balance June 30, 2020 $ ( 30,839 ) $ ( 6,599 ) $ ( 37,438 )

Other comprehensive income (loss) before reclassifications 1,870 ( 45 ) 1,825

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges — 1,508 1,508

Balance September 30, 2020 $ ( 28,969 ) $ ( 5,136 ) $ ( 34,105 )

Balance March 31, 2022 $ ( 19,571 ) $ 9,698 $ ( 9,873 )

The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2021 (in thousands):

Foreign Currency Cash flow hedges Accumulated Other Comprehensive Income (Loss)

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

Other comprehensive loss before reclassifications ( 2,506 ) ( 7,367 ) ( 9,873 )

Other comprehensive income before reclassifications 1,009 1,584 2,593

Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges 3,630 414 4,044

Balance September 30, 2020 $ ( 28,969 ) $ ( 5,136 ) $ ( 34,105 )

Balance March 31, 2021 $ ( 20,041 ) $ ( 1,361 ) $ ( 21,402 )

Lease Agreements

As of September 30, 2021, we were the lessor to over 2,100 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2021 to 2035, with certain agreements containing extension options.

As of March 31, 2022, we were the lessor to approximately 2,200 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2022 to 2039, with certain agreements containing extension options.

We also have certain agreements that require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

The components of rental revenues are as follows (in thousands):

Three months ended Nine months ended

September 30, September 30,

2021 2020 2021 2020

Three months ended

Rental revenues - fixed $ 81,312 $ 74,919

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Expenditures included in accounts payable and accrued expenses were as follows (in thousands):

September 30, 2021 September 30, 2020

March 31, 2022 March 31, 2021

Costs relating to construction included in accounts payable and accrued expenses $ 9,539 $ 15,849

Dividends payable were as follows (in thousands):

September 30, 2021 September 30, 2020

Dividends payable $ 19,913 $ —

Interest paid, net of interest capitalized was as follows (in thousands):

Nine months ended September 30,

Three months ended March 31,

Interest paid $ 19,552 $ 14,125

8 unchanged sentences

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 September 30, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

We have not adopted any of the optional expedients or exceptions through March 31, 2022, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

Subsequent Events

Atlantic City Mortgage

In October 2021, we repaid a $ 2.1 million mortgage note secured by the Atlantic City property, which was scheduled to mature in December 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 5.14 % to 7.65 % with maturity dates between November 2021 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.

Dividend Declaration

In April 2022, the Company's Board of Directors declared a $ 0.20 cash dividend per common share payable on May 13, 2022 to each shareholder of record on April 29, 2022, and in its capacity as General Partner of the Operating Partnership a $ 0.20 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements