What changed in this filing

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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-22 · 214 added, 205 removed, 1748 unchanged (19% of the section changed)

3 unchanged sentences

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.

Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Chief Investment Officer, Michael J.

Bilerman (Principal Financial Officer), evaluated the effectiveness of the Company's disclosure controls and procedures and concluded that, as of December 31, 2022, 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 Principal Executive Officer and Principal 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:

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 Principal Executive Officer and Principal 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 Principal Executive Officer and Principal 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;

6 unchanged sentences

The effectiveness of the Company's internal control over financial reporting as of December 31, 2022 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.

(c) There were no changes in the Company's 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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Tanger Properties Limited Partnership

1 unchanged sentence

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.

Yalof (Principal Executive Officer), and Executive Vice President, Chief Financial Officer and Chief Investment Officer, Michael J.

Bilerman (Principal Financial Officer) of Tanger Factory Outlet Centers, Inc., the 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, 2022, the Operating Partnership's disclosure controls and procedures were effective.

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

9 unchanged sentences

The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2022 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 the Operating Partnership's 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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

32 unchanged sentences

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

One-fourth of the options vested on December 31, 2020, 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.

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

Yalof’s continued employment through the 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.

64 unchanged sentences

(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.)

4.1H Twelfth Supplemental Indenture, dated as of August 10, 2021, between Tanger Properties Limited Partnership and U.S.

Bank National Association (as successor in interest to State Street Bank and Trust Company) (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated August 10, 2021).

4.1I Tanger Properties Limited Partnership Libor Transition Amendment to the Fourth Amended and Restated Credit Agreement dated as of July 23, 2021.

4.1J Tanger Properties Limited Partnership Third Amended to Restated Term Loan Agreement dated as of October 12, 2022 (Incorporated by reference to exhibit 10.01 filed with the Company's and Operating Partnership's Report on form 8-K dated October 12, 2022).

4.1K Tanger Properties Limited Partnership Libor Transition Amendment to Fourth Amended and Restated Liquidity Credit Agreement dated as of July 13, 2021.

4.2 Description of Common Shares.

49 unchanged sentences

Form of 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.)

Form of 2018 Outperformance Plan Notional Unit Award agreement between the Company and Steven B.

Form of O utperformance Plan Notional Unit Award agreement between the Company and Steven B.

(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.)

1 unchanged sentence

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 .)

10.16 Third Amended and Restated Term Loan Agreement dated as of October 12, 2022 between Tanger Properties Limited Partnership, Tanger Factory Outlet Centers, Inc., 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 1 2 , 2022).

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.

17 unchanged sentences

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

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

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

Morrison, dated September 9, 2021 (incorporated by reference to Exhibit 10.1 to the Company'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.

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

10.28* Offer Letter of Justin Stein, dated October 13, 2021 (incorporated by reference to Exhibit 10.28 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).

10.29* Offer Letter of Andrew Wingrove, dated November 5, 2021 (incorporated by reference to Exhibit 10.29 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).

10.30* Offer Letter of Michael Bilerman, dated September 15, 2022.

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.

31.1 Chief 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.

31.3 Chief 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.

32.1 Chief 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.

1 unchanged sentence

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.

32.3 Chief 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.

15 unchanged sentences

/s/ Stephen J.

President, Chief Executive Officer

President and Chief Executive Officer

February 27, 2023

4 unchanged sentences

Yalof February 27, 2023

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

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

Yalof Director, President, Chief Executive Officer

(Principal Executive Officer)

/s/ Michael J.

Bilerman Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer) February 27, 2023

/s/ Thomas J.

1 unchanged sentence

Guerrieri Jr.

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

Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer) February 27, 2023

Henry Lead Director February 27, 2023

14 unchanged sentences

/s/ Stephen J.

President, Chief Executive Officer

President and Chief Executive Officer

February 27, 2023

4 unchanged sentences

/s/ Stephen J.

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

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

Yalof Director, President, and Chief Executive Officer

(Principal Executive Officer) February 27, 2023

/s/ Michael J.

Bilerman Executive Vice President, Chief Financial Officer and Chief Investment Officer (Principal Financial Officer) February 27, 2023

/s/ Thomas J.

1 unchanged sentence

Guerrieri Jr.

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

Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer) February 27, 2023

Henry Lead Director February 27, 2023

/s/ Jeffrey B.

Citrin Lead Director February 22, 2022

Henry Director February 22, 2022

Citrin Director February 27, 2023

/s/ Sandeep L.

27 unchanged sentences

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

Rental property assets, net – Refer to Note 2 to the financial statements

Critical Audit Matter Description

3 unchanged sentences

Total rental property, net as of December 31, 2022, was approximately $1.6 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.

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:

Our audit procedures related to the undiscounted 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, including the significant assumptions over net operating income, capitalization rates, and estimated holding periods.

• We evaluated the undiscounted future cash flows analysis, including estimates of net operating income, capitalization rates, and estimated holding periods for certain rental property assets with 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.

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

/s/ Deloitte & Touche LLP

6 unchanged sentences

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.

and subsidiaries (the “Company”) as of December 31, 2022, 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, 2022, 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, 2022, of the Company and our report dated February 27, 2023, expressed an unqualified opinion on those financial statements.

21 unchanged sentences

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").

We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

14 unchanged sentences

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

Rental property assets, net – Refer to Note 2 to the financial statements

Critical Audit Matter Description

3 unchanged sentences

Total rental property, net as of December 31, 2022, was approximately $1.6 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.

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:

Our audit procedures related to the undiscounted future cash flows analysis and the assessment of expected remaining holding period included the following, among others:

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

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

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

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

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

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

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

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

/s/ Deloitte & Touche LLP

5 unchanged sentences

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).

We have audited the internal control over financial reporting of Tanger Properties Limited Partnership and subsidiaries (the “Operating Partnership”) as of December 31, 2022, 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, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

26 unchanged sentences

Buildings, improvements and fixtures 2,553,452 2,532,489

Construction in progress 27,340 —

2,855,871 2,800,758

2 unchanged sentences

Cash and cash equivalents 212,124 161,255

Short-term investments 52,450 —

Investments in unconsolidated joint ventures 73,809 82,647

83 unchanged sentences

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

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

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

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

2 unchanged sentences

6 ( 6 ) — — — — — —

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

Issuance of 6,258 deferred shares

— — — — — — — —

19 unchanged sentences

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

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

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

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

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

Issuance of 42,100 common shares upon exercise of options

— 266 — — 266 — — 266

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

6 ( 6 ) — — — — — —

Issuance of 6,258 deferred shares

Issuance of 10,009,263 common shares

100 186,869 — — 186,969 — — 186,969

1 unchanged sentence

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

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

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

22 unchanged sentences

6 ( 6 ) — — — — — —

Issuance of 10,009,263 common shares

100 186,869 — — 186,969 — — 186,969

Withholding of 239,824 common shares for employee income taxes

39 unchanged sentences

Net proceeds from sale of assets 12,400 8,129 7,626

Proceeds on sale of non-real estate assets 14,610 — —

Additions to short-term investments ( 52,450 ) — —

Distributions in excess of cumulative earnings from unconsolidated joint ventures 12,037 19,574 9,071

1 unchanged sentence

Additions to deferred lease costs ( 2,570 ) ( 5,115 ) ( 3,061 )

Other investing activities 10,033 8,632 9,462

Net cash provided by (used in) investing activities

Payments for other investing activities ( 7,288 ) — —

Proceeds from other investing activities 9,509 10,033 8,632

Net cash used in investing activities

( 98,817 ) ( 22,739 ) ( 18,771 )

7 unchanged sentences

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 ( 3,924 ) ( 2,147 ) ( 736 )

6 unchanged sentences

Effect of foreign currency rate changes on cash and cash equivalents ( 111 ) ( 177 ) ( 223 )

Net increase in cash, cash equivalents and restricted cash 76,423 68,160 7,589

Net increase/(decrease) in cash, cash equivalents and restricted cash 50,869 76,423 68,160

Cash and cash equivalents, beginning of year 161,255 84,832 16,672

7 unchanged sentences

Buildings, improvements and fixtures 2,553,452 2,532,489

Construction in progress 27,340 —

2,855,871 2,800,758

2 unchanged sentences

Cash and cash equivalents 212,011 161,152

Short-term investments 52,450 —

Investments in unconsolidated joint ventures 73,809 82,647

75 unchanged sentences

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

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

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

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

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

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

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

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

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

Withholding of 56,597 common units for employee income taxes

5 unchanged sentences

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

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

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

Net income 100 9,458 — 9,558 — 9,558

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

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

Issuance of 42,100 common units upon exercise of options

— 266 — 266 — 266

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

Issuance of 10,009,263 common units

1,874 185,095 — 186,969 — 186,969

Withholding of 139,293 common units for employee income taxes

8 unchanged sentences

Compensation under Incentive Award Plan — 13,160 — 13,160 — 13,160

Issuance of 42,100 common units upon exercise of options

— 266 — 266 — 266

Grant of 613,933 restricted common share awards by the Company

Issuance of 10,009,263 common units

Issuance of 15,500 common units upon exercise of options

— 88 — 88 — 88

37 unchanged sentences

Net proceeds on sale of assets 12,400 8,129 7,626

Proceeds on sale of non-real estate assets 14,610 — —

Additions to short-term investments ( 52,450 ) — —

Distributions in excess of cumulative earnings from unconsolidated joint ventures 12,037 19,574 9,071

1 unchanged sentence

Additions to deferred lease costs ( 2,570 ) ( 5,115 ) ( 3,061 )

Other investing activities 10,033 8,632 9,462

Net cash provided by (used in) investing activities

Payments for other investing activities ( 7,288 ) — —

Proceeds from other investing activities 9,509 10,033 8,632

Net cash used in investing activities

( 98,817 ) ( 22,739 ) ( 18,771 )

6 unchanged sentences

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 ( 3,924 ) ( 2,147 ) ( 736 )

16 unchanged sentences

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.

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 on developing, acquiring, owning, operating and managing outlet shopping centers.

As of December 31, 2022, we owned and operated 29 consolidated outlet centers, with a total gross leasable area of approximately 11.4 million square feet and one center under construction.

All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited.

1 unchanged sentence

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

The portfolio also includes one managed center.

Each of our outlet centers, except one joint venture property, features the Tanger brand name.

Our outlet centers and other assets are held by, and all of our operations are conducted by the Operating Partnership.

38 unchanged sentences

Actual results could differ from those estimates.

Operating Segments - We focus exclusively on developing, acquiring, owning, operating, and managing outlet shopping centers.

Operating Segments - We focus 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.

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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.

In accordance with its policy, the Company reviews the estimated useful lives its fixed assets on an ongoing basis.

This review indicated that the actual lives of the Company's solar assets were shorter than the estimated useful lives used for depreciation purposes in the Company's financial statements.

As a result, the Company changed its useful lives of its solar assets to better reflect the estimated periods during which these assets will remain in service.

The estimated useful lives of these assets that previously averaged 20 years were decreased to an average of ten years .

The effect of this change in estimate was to increase depreciation expense by $ 4.4 million, decrease net income by $ 4.4 million, and decrease basic and diluted earnings per share by $ 0.04 .

Depreciation expense related to rental property included in net income for each of the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):

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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 and Cash Equivalents - 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.

Short-term Investments - Investments with an original maturity of greater than three months and less than one year from the date of purchase are considered short-term investments and are stated at fair value.

Interest on our short-term investments is recognized as interest income in our Consolidated Statement of Operations.

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.

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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.

During the fourth quarter of 2020 we recorded $ 2.4 million 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.

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.

In addition, one of our outlet centers has an estimated fair value significantly less than its recorded carrying value of approximately $ 113.0 million.

We continue to monitor facts and circumstances and events in future periods that could affect inputs such as the expected holding period, operating cash flow forecasts and capitalization rates, utilized to determine whether an impairment charge is necessary.

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

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

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.

Operating Lease Receivable - O ur accounts receivable from tenants, which is recorded in prepaids and other assets on the consolidated balance sheet, has decreased from approximately $ 9.9 million at December 31, 2021 to approximately $ 8.6 million at December 31, 2022, 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 $ 51.1 million and $ 53.3 million as of December 31, 2022 and December 31, 2021, respectively.

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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.

The COVID-19 pandemic, 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.

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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.

In October 2022 we elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.

This was done as we modified all of our current interest rate derivative contracts, changing the indexes from LIBOR to Adjusted SOFR.

We have and will continue to elect to apply practical expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s) as qualifying changes are made to applicable debt and derivative instruments.

Application of these expedients preserves the presentation of derivatives contracts consistent with past presentation.

We continue to evaluate the impact of the guidance and may apply other applicable elections as additional changes in the market and with respect to our debt and derivative instruments occur.

COVID-19 Pandemic

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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.

During 2021 and 2022, 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.

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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.

Through December 31, 2022, the Company had collected 99 % of the 2020 deferred rents.

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.

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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.

Through December 31, 2022, the Company had collected 99 % of the 2020 deferred rents due to be repaid during the years ended December 31, 2021 and December 31, 2022.

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.

During 2022, results included the reversal of revenue reserves of approximately $ 4.1 million compared to approximately $ 1.2 million of net reserves recorded 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.

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

We continued to pay dividends on a quarterly basis for the year ended December 31, 2022, including a combined 20 % increase in our quarterly dividend during 2022.

Disposition of Properties

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2022 Dispositions:

Blowing Rock Blowing Rock, North Carolina December 2022 104 $ 12,400 $ 3,156

2021 Dispositions:

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

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

2019 Dispositions:

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 $ —

694 $ 28,126 $ 5,480

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Investments included in investments in unconsolidated joint ventures:

Columbus Columbus, OH 50.0 % 355 $ 0.2 $ 70.9

RioCan Canada Various 50.0 % 665 73.8 —

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Texas City, TX 50.0 % 353 ( 15.5 ) 64.5

Columbus Columbus, OH 50.0 % 355 ( 2.4 ) 70.3

As of December 31, 2021

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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.

Our partner provides property management, marketing and leasing services to the joint venture.

In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio.

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In addition, the mortgage loan guarantee by us was increased from $ 6.4 million to $ 11.9 million.

In September 2022, we refinanced this mortgage.

The new $ 71.0 million non-recourse loan has a maturity date of October 2032 and a fixed interest rate of 6.25 %.

We are providing property management, marketing and leasing services to the joint venture.

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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.

In November 2020, the RioCan 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 addition, the RioCan Canada co-owners own Tanger Outlets Cookstown, 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.

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

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

Our share of the proceeds was approximately $ 3.2 million.

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

Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands):

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Amortization of deferred lease costs and other intangibles, excluding above and below market leases, included in depreciation and amortization for the years ended December 31, 2022, 2021 and 2020 was $ 11.6 million, $ 10.7 million and $ 12.4 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.

Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2022, 2021 and 2020 was $( 1.0 ) million, $ 0.1 million and $( 2.4 ) 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)

Lease Cost Intangibles (2)

2023 $ 54 $ 3,050

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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 $ 347,894 $ 350,000 $ 347,329

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6.44 % - 7.65 % December 2024- December 2026 17,109 17,625 21,550 22,387

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 — — — —

Southaven Adj SOFR + 2.00 % October 2026 51,700 51,346 40,144 40,087

Unsecured term loan Adj SOFR + 1.20 % January 2027 325,000 321,525 300,000 298,421

Unsecured lines of credit Adj SOFR + 1.20 % July 2025 — — — —

$ 1,443,809 $ 1,428,494 $ 1,411,694 $ 1,397,076

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The unsecured lines of credit as of December 31, 2022 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.

As of December 31, 2022, the syndicated line may be increased up to $ 1.2 billion through an accordion feature in certain circumstances.

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

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2022 Transactions

Memphis Consolidated Joint Venture

In October 2022, the Southaven, Mississippi joint venture amended and restated its secured term loan, increasing the outstanding balance to $ 51.7 million from $ 40.1 million, extending maturity from April 2023 to October 2026 plus a one year extension option, with an interest rate of Adjusted SOFR plus 200 basis points.

Unsecured Term Loan

In October 2022, we amended and restated our unsecured term loan.

The outstanding balance was increased from $ 300.0 million to $ 325.0 million and the maturity was extended to January 2027 plus a one-year extension option.

The interest rate changed from LIBOR + 1.25 % to Adjusted SOFR + 1.20 % based on our current credit rating.

The amendment also incorporates a sustainability metric, reducing the applicable grid-based interest rate spread by one basis point annually, subject to meeting certain thresholds.

Amendment of Unsecured Line of Credit

In October 2022, we amended our unsecured lines of credit to change the interest rate index from LIBOR to Adjusted SOFR.

All other terms remained unchanged.

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.

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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.

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

The interest rate remains LIBOR + 1.80 %.

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

2020 Transactions

Unsecured lines of credit and Term Loan Covenant Modifications

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):

Maturities and principal amortization of our consolidated existing debt as of December 31, 2022 for the next five years and thereafter are as follows (in thousands):

Calendar Year Amount

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Total $ 1,428,494

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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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 —

July 1, 2019 February 1, 2024 25,000 Daily Adjusted SOFR 1.68 % $ 853 $ ( 459 )

January 1, 2021 February 1, 2024 150,000 Daily Adjusted SOFR 0.53 % 6,966 828

January 1, 2021 February 1, 2024 100,000 Daily Adjusted SOFR 0.15 % 5,043 1,331

March 1, 2021 February 1, 2024 25,000 Daily Adjusted SOFR 0.18 % 1,256 326

Total $ 300,000 $ 14,118 $ 2,026

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Short-term government securities (cash and cash equivalents) $ 174,495 $ 174,495 $ — $ —

Bank certificate of deposit (short-term investments) 52,450 52,450 — —

Interest rate swaps (prepaids and other assets) 14,118 — 14,118 —

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

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

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

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

Fair value as of March 31, 2020:

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

Fair value as of December 31, 2020:

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

Jeffersonville Impairments

During the fourth quarter of 2020, due to the pending sale in January 2021 of the outlet center we recorded an 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.

Foxwoods Impairments

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These inputs are classified under Level 3 in the fair value hierarchy above.

Our assumptions during our asset impairment reviews during 2022 remained consistent.

Should the significant assumptions utilized above to determine fair value continue to deteriorate, additional impairments in the future could be possible.

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

December 31, 2021 December 31, 2020

Terminal capitalization rate 8.3 % 7.8 %

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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.

Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all SOFR 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.

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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.

The Company did not sell any Shares under the ATM Offering in the year ended December 31, 2022.

As of December 31, 2022, we had approximately $ 60.1 million remaining available for sale under the ATM Offering program.

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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 the year ended December 31, 2021 and 2020.

The Company did not repurchase any shares for the years ended December 31, 2022, 2021 and 2020.

The remaining amount authorized to be repurchased under the program as of December 31, 2022 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

Partners' Equity of the Operating Partnership

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

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

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

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

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

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

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

Options exercised — — 42,100 42,100

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

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

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

Net income attributable to Tanger Factory Outlet Centers, Inc.

$ 82,063 $ 9,118

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paid-in-capital adjustments to noncontrolling interests ( 182 ) ( 6,917 )

Changes from net income (loss) attributable to Tanger Factory Outlet Centers, Inc.

Changes from net income attributable to Tanger Factory Outlet Centers, Inc.

and transfers from noncontrolling interest $ 81,881 $ 2,201

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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.

For the years ended December 31, 2021 and 2020, approximately 506,000 and 1.7 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.

There were no units excluded from the computation for the year ended December 31, 2022.

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.

For the years ended December 31, 2022, 2021 and 2020, approximately 513,000 , 332,000 and 1.8 million 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.

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

There were no material securities which had a dilutive effect on earnings per common 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.

There were no units excluded from the computation for the year ended December 31, 2022.

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.

For the years ended December 31, 2022, 2021 and 2020, approximately 513,000 , 332,000 and 1.8 million 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.

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(3) Includes 36,102 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 table above excludes restricted common shares earned under the 2018 and 2019 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, In connection with the 2019 Performance Share Plan, we issued approximately 97,000 restricted common shares in February 2022, with approximately 59,000 vesting during 2022 and the remaining 38,000 to vest in February 2023.

All performance share plan vesting is 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 2022, 2021 and 2020 was $ 10.6 million, $ 9.4 million and $ 4.2 million, respectively.

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The total number of shares withheld were approximately 240,000 , 139,000 and 57,000 for 2022, 2021 and 2020, 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.

Total amounts paid for the employees' tax obligation to taxing authorities were $ 3.7 million, $ 2.1 million and $ 0.7 million for 2022, 2021 and 2020, respectively, which are reflected as a financing activity within the consolidated statements of cash flows.

Notional Unit Performance Awards

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Percent of total award 67 % 67 % 67 % 67 %

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

Percentile rank of peer group range 30 th - 80 th 30 th - 80 th 30 th - 80 th 30 th - 80 th

Percentage of units to be earned 20 % - 100 % 20 % - 100 % 20 % - 100 % 20 % - 100 %

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April 2020 grant date fair value per share (2)

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

N/A N/A $ 3.11 N/A

August 2021 grant date fair value per share (3)

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

N/A $ 12.44 N/A N/A

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

(2) In April 2020, Mr.

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Awarded 688,824 9.76

( 76,478 ) 12.42

Forfeited ( 475,854 ) 11.03

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Outstanding as of December 31, 2022 1,811,407 $ 8.84

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

(1) Represents the units under the 2018 and 2019 PSP that are no longer outstanding and have been settled in restricted common shares.

Option Awards

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$ 32.02 85,800 $ 32.02 1.00 85,800 $ 32.02

1,716,800 $ 11.53 6.79 1,043,300 $ 11.11

A summary of option activity under the Plan for the years ended December 31, 2022, 2021 and 2020 (aggregate intrinsic value amount in thousands):

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

Granted 1,334,500 6.79

Exercised — —

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

Granted 1,334,500 6.79

Exercised ( 42,100 ) 6.31

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Outstanding as of December 31, 2021 1,595,600 $ 10.68 7.64 $ —

Granted 250,000 19.37

Exercised ( 15,500 ) 5.73

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Exercisable as of December 31, 2022 1,043,300 $ 11.11 6.56 $ 8,896

In November 2022, Michael Bilerman became the Executive Vice President, Chief Financial Officer and Chief Investment Officer of the Company.

Bilerman was granted 250,000 options that have an exercise price of $ 19.37 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date.

The options expire 10 years from the date of grant and 50 % of the options become exercisable on November 29, 2024, 25 % of the award on November 29, 2025 and 25 % of the award on November 29, 2026, 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 $ 6.13 and included the following weighted-average assumptions:

expected dividend yield 5.10 %;

expected life of 6.8 years;

expected volatility of 48 %;

a risk-free rate of 3.96 %;

and forfeiture rate of 0.0 %.

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

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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 options expire 10 years from the date of grant and 25 % of the options became 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:

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a risk-free rate of 0.60 %;

and forfeiture rate 0.0 %.

and forfeiture rate of 0.0 %.

401(k) Retirement Savings Plan

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Balance December 31, 2022 $ ( 24,516 ) $ 13,479 $ ( 11,037 ) $ ( 1,351 ) $ 638 $ ( 713 )

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.

We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $ 12.2 million of the amounts recorded within accumulated other comprehensive income (loss) related to the interest rate swap agreements in effect and as of December 31, 2022.

Accumulated Other Comprehensive Loss of the Operating Partnership

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Balance December 31, 2022 $ ( 25,867 ) $ 14,117 $ ( 11,750 )

Supplementary Income Statement Information

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As of December 31, 2022 and 2021 we have operating lease right-of-use assets $ 78.6 million and $ 79.8 million and operating lease liabilities of $ 87.5 million, and $ 88.9 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.

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

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

Our occupancy at our consolidated centers has increased from 95 % at the end of 2021 to 97 % at the end of 2022.

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.

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Subsequent Events

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.

In January 2023, the Company's Board of Directors declared a $ 0.22 quarterly cash dividend per common share payable on February 15, 2023 to each shareholder of record on January 31, 2023, and a $ 0.22 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

TANGER FACTORY OUTLET CENTERS, INC.

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December 31, 2022 (2)

Outlet Center Name Location Encum-brances (3)

Outlet Center Name Location Encumbrances (3)

Land Buildings,

Improve-ments & Fixtures Land Buildings,

Improve-ments & Fixtures Total Accumulated

Improvements & Fixtures Land Buildings,

Improvements & Fixtures Total Accumulated

Depreciation (1)(4)

Construction or Acquisition Life Used to

Construction or Acquisition

Atlantic City Atlantic City, NJ $ 17,625 $ — $ 125,988 $ — $ 14,990 $ — $ 140,978 $ 140,978 $ 51,140 2011 (5)

Blowing Rock Blowing Rock, NC — 1,963 9,424 — 10,808 1,963 20,232 22,195 12,780 1997 (5)

Branson Branson, MO — 4,407 25,040 396 27,608 4,803 52,648 57,451 37,653 1994

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Myrtle Beach Hwy 501 Myrtle Beach, SC — 8,781 56,798 — 43,749 8,781 100,547 109,328 57,736 2003 (5)

Nashville Nashville, TN — 8,772 26,826 — — 8,772 26,826 35,598 — 2023 (7)

TANGER FACTORY OUTLET CENTERS, INC.

8 unchanged sentences

December 31, 2022 (2)

Outlet Center Name Location Encum-brances (3)

Outlet Center Name Location Encumbrances (3)

Land Buildings,

Improve-ments & Fixtures Land Buildings,

Improve-ments & Fixtures Total Accumulated

Improvements & Fixtures Land Buildings,

Improvements & Fixtures Total Accumulated

Depreciation (1)(4)

Construction or Acquisition Life Used to

Construction or Acquisition

Pittsburgh Pittsburgh, PA — 5,528 91,288 3 17,308 5,531 108,596 114,127 72,789 2008

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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.

(7) Construction at Nashville began in 2022, with an expected completion in 2023.

TANGER FACTORY OUTLET CENTERS, INC.

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

What changed 10-K

Item 9A. Controls and Procedures