United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K10-K/A
(Amendment No. 1)
x☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172021
OR
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________


Commission file number 1-11986 (Tanger Factory Outlet Centers, Inc.)
Commission file number 333-3526-01 (Tanger Properties Limited Partnership)


TANGER FACTORY OUTLET CENTERS, INC.
TANGER PROPERTIES LIMITED PARTNERSHIP
(Exact name of Registrantregistrant as specified in its charter)
North Carolina (Tanger(Tanger Factory Outlet Centers, Inc.)56-1815473
North Carolina (Tanger(Tanger Properties Limited Partnership)56-1822494
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
(Address of principal executive offices)
(336) 292-3010
(Registrant’s telephone number, including area code)
3200 Northline Avenue, Suite 360(336) 292-3010
Greensboro, NC 27408(Registrant's telephone number)
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Tanger Factory Outlet Centers, Inc.:
Title of each classTrading Symbol (s)Name of exchange on which registered
Common Shares, $.01 par valueSKTNew York Stock Exchange
Tanger Properties Limited Partnership:
None
Securities registered pursuant to Section 12(g) of the Act:
Tanger Factory Outlet Centers, Inc.: None
Tanger Properties Limited Partnership: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Tanger Factory Outlet Centers, Inc.
Yesx
☒Noo☐
Tanger Properties Limited Partnership
Yesx
☒Noo☐


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Tanger Factory Outlet Centers, Inc.
Yes o
☐Nox☒
Tanger Properties Limited Partnership
Yes o
☐Nox☒




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Tanger Factory Outlet Centers, Inc.
Yesx
☒Noo☐
Tanger Properties Limited Partnership
Yesx
☒Noo☐


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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer",filer," “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Tanger Factory Outlet Centers, Inc.
Large Accelerated Filer☒Accelerated Filer☐
Non-accelerated Filer☐Smaller Reporting Company☐
Tanger Factory Outlet Centers, Inc.
Large accelerated filer x
Emerging Growth Company
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Emerging growth company o
☐
Tanger Properties Limited Partnership
Large Accelerated Filer☐Accelerated Filer☐
Non-accelerated Filer☒Smaller Reporting Company☐
Tanger Properties Limited Partnership
Large accelerated filer o
Emerging Growth Company
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o
(Do not check if a smaller reporting company)
Emerging growth company o
☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Tanger Factory Outlet Centers, Inc.o☐
Tanger Properties Limited Partnershipo☐


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Tanger Factory Outlet Centers, Inc.☒
Tanger Properties Limited Partnership☒

Indicate by check mark whether the registrant is a shell company (as defined byin Rule 12b-2 of the Act).
Tanger Factory Outlet Centers, Inc.
Yeso
☐Nox☒
Tanger Properties Limited Partnership
Yeso
☐Nox☒


The aggregate market value of voting shares held by non-affiliates of Tanger Factory Outlet Centers, Inc. was approximately $2,428,175,157$1,913,998,520 based on the closing price on the New York Stock Exchange for such shares on June 30, 2017.2021.


The number of Common Shares of Tanger Factory Outlet Centers, Inc. outstanding as of February 14, 201811, 2022 was 94,537,757.104,084,734.


Documents Incorporated By Reference


Portions of Tanger Factory Outlet Center, Inc.'s definitive proxy statement to be filed with respect to the 20182022 Annual Meeting of Shareholders are incorporated by reference in Part III.










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EXPLANATORY NOTE TO FORM 10-K/A

We are filing this Amendment No. 1 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), as filed with the Securities and Exchange Commission, or the SEC, on February 22, 2022, to amend the certification of the Principal Financial Officer of Tanger Factory Outlet Centers, Inc. originally filed as Exhibit 32.2 to the 2021 Form 10-K, which contained a clerical error. This Form 10-K/A also includes all parts of the 2021 Form 10-K, as well as updated certifications of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Sections 906 and 302 of the Sarbanes-Oxley Act of 2002 and updated consents of Deloitte & Touche LLP. This Form 10-K/A does not reflect events occurring after the filing of the 2021 Form 10-K or modify or update those disclosures affected by subsequent events and all information other than the cover page, this explanatory note, Item 15, the certifications, the consents of Deloitte & Touche LLP and the signature pages is unchanged.

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PART I


EXPLANATORY NOTE


This report combines the annual reports on Form 10-K for the year ended December 31, 20172021 of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. Unless the context indicates otherwise, the term "Company", refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term "Operating Partnership" refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.


Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States and Canada. The Company is a fully-integrated, self-administered and self-managed real estate investment trust ("REIT"), which, through its controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. The outlet centers and other assets are held by, and all of the operations are conducted by, the Operating Partnership. Accordingly, the descriptions of the business, employees and properties of the Company are also descriptions of the business, employees and properties of the Operating Partnership. As the Operating Partnership is the issuer of our registered debt securities, we are required to present a separate set of financial statements for this entity.


TheIn November 2021, Tanger Factory Outlet Centers, Inc. (the “Company”) was admitted as General Partner of Tanger Properties Limited Partnership (the “Operating Partnership”). Prior to this administrative change, the Company ownsowned 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 controlscontrolled the Operating Partnership as its sole general partner.partner and Tanger LP Trust holdsheld a limited partnership interest. Following this change to the ownership structure, the Company has replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retained its limited partnership interest.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. As of December 31, 2017,2021, the Company throughand its ownership of Tanger GP Trust and Tanger LP Trust,wholly owned 94,560,536subsidiaries owned 104,084,734 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,995,4334,761,559 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.


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


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


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


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


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


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There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this report. We believe it is important, however, to understand these differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated consolidated company.



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As stated above, the Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership, including through its wholly-owned subsidiaries, the Tanger GP Trust andsubsidiary, Tanger LP Trust. As a result, the Company does not conduct business itself, other than issuing public equity from time to time and incurring expenses required to operate as a public company. However, all operating expenses incurred by the Company are reimbursed by the Operating Partnership, thus the only material item on the Company's income statement is its equity in the earnings of the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. The Company itself does not hold any indebtedness but does guarantee certain debt of the Operating Partnership, as disclosed in this report.


The Operating Partnership holds all of the outlet centers and other assets, including the ownership interests in consolidated and unconsolidated joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by the Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required through its operations, its incurrence of indebtedness or through the issuance of partnership units.


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


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


•Consolidated financial statements;


•The following notes to the consolidated financial statements:


•Debt of the Company and the Operating Partnership;


•Shareholders' Equity and Partners' Equity;


•Earnings Per Share and Earnings Per Unit;


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


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


This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.



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



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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. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.


ITEM 1.BUSINESS

ITEM 1.BUSINESS

The Company and the Operating Partnership


Tanger Factory Outlet Centers, Inc. and subsidiaries, which we refer to as the Company, is one of the largest owners and operators of outlet centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed REIT, which focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. As of December 31, 2017,2021, our consolidated portfolio consisted of 3630 outlet centers, with a total gross leasable area of approximately 12.911.5 million square feet, which were 97%95% occupied and contained over 2,6002,200 stores representing approximately 400500 store brands. We also had partial ownership interests in 86 unconsolidated outlet centers totaling approximately 2.42.1 million square feet, including 42 outlet centers in Canada.


Our outlet centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and subsidiaries, which we refer to as 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 through its two wholly-owned subsidiaries, Tanger GP Trust and Tanger LP Trust. Tanger GP TrustPartnership. The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest.


As of December 31, 2017,2021, the Company throughand its ownership of the Tanger GP Trust and Tanger LP Trust,wholly-owned subsidiaries owned 94,560,536104,084,734 units of the Operating Partnership and the Non-Company LPs collectively owned 4,995,4334,761,559 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.


Ownership of the Company's common shares is restricted to preserve the Company's status as a REIT for federal income tax purposes. Subject to certain exceptions, a person may not actually or constructively own more than 4% of our common shares. We also operate in a manner intended to enable us to preserve our status as a REIT, including, among other things, making distributions with respect to our then outstanding common shares and preferred shares, if applicable, equal to at least 90% of our taxable income each year.


The Company is a North Carolina corporation that was incorporated in March 1993 and the Operating Partnership is a North Carolina partnership that was formed in May 1993. Our executive offices are currently located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina, 27408 and our telephone number is (336) 292-3010. Our website can be accessed at www.tangeroutlet.com. A copy Copies of our 10-Ks, 10-Qs, 8-Ksannual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments thereto can be obtained, free of charge, on our website as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC"). The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this annual reportAnnual Report on Form 10-K or any other report or document we file with or furnish to the SEC.



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Recent Developments


New Development of Consolidated Outlet CentersOrganizational Changes

Fort Worth


In October 2017, we opened a 352,000 square foot wholly-owned outlet center inJune 2021 and upon recommendation of the greater Fort Worth, Texas area. The outlet center is located withinBoard's Nominating and Corporate Governance Committee, the 279-acre Champions Circle mixed-use development adjacentboard of directors voted to Texas Motor Speedway.

Lancaster Expansion

In September 2017, we opened a 123,000 square foot expansionexpand the number of our outlet center in Lancaster, Pennsylvania.

Acquisitionpositions on the Company's board of Partner's Interests

Foxwoods

In October 2017, we successfully settled litigation with the estate of our former partner in the Foxwoods, Connecticut joint venture.  In return for mutual releasesdirectors from eight to nine and no cash consideration, the estate tendered its partnership interest to us. Prior to this settlement, we had a 100% economic interest in the consolidated joint ventureelected Sandeep Mathrani as a resultdirector to fill the vacancy for a term ending at the Company’s 2022 Annual Meeting of our preferred equity interestShareholders.

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Effective December 1, 2021, Leslie Swanson was named Executive Vice President – Chief Operating Officer. She joined the Company in October 2020 as Executive Vice President of Operations, bringing over 25 years of experience in shopping center operations, management and the capitalmarketing and distribution provisions in the joint venture agreement.  In November 2017, we repaid the $70.3 million floating rate mortgage loan secured by the property with borrowings under our unsecured floating rate lines of credit.a reputation as a proven team leader, revenue generator, and thought leader.

Dispositions of Consolidated Outlet Centers

Westbrook

In May 2017, we sold our Westbrook, Connecticut outlet center for approximately $40.0 million, which resulted in a gain of $6.9 million. The net proceeds were used to repurchase our common shares. See Share Repurchase Program, below.


Financing Transactions


$300.0Equity Offerings
In February 2021, we implemented an at-the-market share offering program (“ATM Offering”), whereby we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million. During 2021, under this program, the Company sold 10.0 million shares at a weighted average price of $18.97 per share, generating net proceeds of $187.1 million and leaving a remaining authorization of $60.1 million. The proceeds were used primarily to reduce indebtedness as described in the sections immediately below.

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.

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 2027

2031
In July 2017,April 2021, we completed an underwritten public offeringa partial redemption of $300.0$150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due 2027 (the "2027 Notes").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 2027 Notesmake-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 99.579%98.552% of the principal amount to yield 3.926%2.917% to maturity. The 2027 Notesnotes pay interest semi-annually at a rate of 3.875%2.750% per annum and mature on July 15, 2027.September 1, 2031. The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $295.9$390.7 million. In August 2017, weWe used the net proceeds from the sale of the 2027 Notes, together with borrowings under our unsecured lines of credit,notes to redeem all of our 6.125%remaining 3.875% senior notes due 2020 (the "2020 Notes") (approximately $300.02023, $100.0 million in aggregate principal amount outstanding).outstanding, and all 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding. The 2020 Notes were redeemed at par plusredemptions occurred in September 2021 and included a “make-whole”make-whole premium of $31.9 million and the write-off of approximately $34.1 million. In addition, we wrote off approximately $1.5$1.9 million of unamortizeddebt discount and debt origination costs. The make-whole premium and the write-off of debt discount and debt origination costs related towas recorded as a loss on early extinguishment of debt within the 2020 Notes.consolidated statement of operations. The remaining proceeds were used for general corporate purposes.


Increased Borrowing Capacity and Extension of Unsecured Lines of Credit

Southaven, MS mortgage
In January 2018, we closed on amendments to our unsecured lines of credit, which increased the borrowing capacity from $520.0 million to $600.0 million and extended the maturity date from October 2019 to October 2021, with a one-year extension option. We also reduced the interest rate spread over LIBOR from 0.90% to 0.875%, and increased the incremental borrowing availability through an accordion feature on the syndicated line from $1.0 billion to $1.2 billion. Loan origination costs associated with the amendments totaled approximately $2.3 million.


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Southaven Loan

In February 2018, the consolidated joint venture that owns the TangerSouthaven, 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.

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Impairments

In December 2021, due to a decrease in the estimated hold period and declining operating results we recorded in our consolidated statement of operations a $7.0 million impairment charge, which equaled the excess of the carrying value of our Mashantucket (Foxwoods), Connecticut outlet center over its estimated fair value.

Property Sales

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

Unconsolidated Real Estate Joint Ventures Financing Transactions

RioCan Canada
In March 2021, the RioCan joint venture closed on the sale of its outlet center in Saint-Sauveur, for net proceeds of approximately $9.4 million. Our share of the proceeds was approximately $4.7 million. As a result of this transaction, we recorded a loss on the sale of $3.7 million. This includes a $3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.

Galveston/Houston, Texas
In February 2021, the Galveston/Houston joint venture amended and restated the $60.0 millionits mortgage loan secured byto extend the property. The amended and restated loan reduced thematurity to July 2023, which required a reduction in principal balance from $80.0 million to $51.4 million, increased$64.5 million. The amendment also changed the interest rate from LIBOR + 1.75%1.65% to LIBOR + 1.80% and extended1.85%. Each partner made capital contributions of $7.0 million to fund the maturity to April 2021, with a two-year extension option.reduction in principal balance.

Share Repurchase Program

In May 2017, we announced that our Board of Directors authorized the repurchase of up to $125.0 million of our outstanding common shares as market conditions warrant over a period commencing on May 19, 2017 and expiring on May 18, 2019.  Repurchases may be made through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18.  The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. During 2017, we repurchased approximately 1.9 million common shares on the open market at an average price of $25.80, totaling approximately $49.3 million exclusive of commissions and related fees. The remaining amount authorized to be repurchased under the program as of December 31, 2017 was approximately $75.7 million.


The Outlet Concept


Outlet centers generally consist of stores operated by manufacturers and brand name retailers that sell primarily first quality, branded products, some of which are made specifically for the outlet distribution channel, to consumers at significant discounts from regular retail prices charged by department stores and specialty stores. Outlet centers offer advantages to manufacturers and brand name retailers as they are often able to charge customers lower prices for brand name and designer products by eliminating the third party retailer. Outlet centers also typically have lower operating costs than other retailing formats, enhancing their profit potential. Outlet centers enable retailers to optimize the size of production runs while continuing to maintain control of their distribution channels. Outlet centers also enable manufacturers and brand name retailers to establish a direct relationship with their customers.customers and maintain brand integrity through control of product placement and pricing.


We believe that outlet centers present an attractive opportunity for capital investment as many retailers view the outlet concept as a profitable distribution channel. However, due to present economic conditions, the availability of multiple retail channels, and the potential for increased competition from other outlet center developers, new developments or expansions may not provide an initial return on investment as high as has been historically achieved.achieved and there may not be as many opportunities to develop or expand.



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Our Outlet Centers


Each of our outlet centers, except one joint venture property, carries the Tanger brand name. We believe that our tenants and consumers recognize the Tanger brand as one that provides outlet shopping centers where consumers can trust the brand, qualityvalue and price of the merchandise they purchase directly from the manufacturers and brand name retailers.experience.


As one of the original participants in this industry, we have established long-standing relationships with many of our tenants that we believe isare critical in developing and operating successful outlet centers.


Our consolidated outlet centers range in size from 82,161104,009 to 740,159739,148 square feet and are typically located at least 10 miles from major department stores and manufacturer-owned, full-price retail stores. Historically, manufacturers prefer these locations so that they do not compete directly with their major customers and their own stores. Many of our outlet centers are located near tourist destinations to attract tourists who consider shopping to be a recreational activity. Additionally, our centers are often situated in close proximity to interstate highways that provide accessibility and visibility to potential customers.


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We have a diverse tenant base throughout our consolidated portfolio, comprised of approximately 400 different well-known, upscale, national designer or500 manufacturers, brand name concepts,and discount apparel and home retailers such as Ann Taylor, American Eagle Outfitters, Banana Republic Factory, Store, Barneys New York, Brooks Brothers, Calvin Klein, Coach, Cole Haan Outlet, Gap Outlet, Giorgio Armani, Hugo Boss Factory Store, J. Crew, Kate Spade New York, Lululemon, Athletica, Michael Kors, Nike Factory Store, Restoration Hardware, Saks Off 5th, The North Face, Polo Ralph Lauren Factory Store, Saks Fifth Avenue Off 5th,  Tommy Hilfiger,T.J. Maxx, Tory Burch, Under Armour, Victoria’s  Secret, Vineyard Vines, West Elm Outlet, Williams-Sonoma Outlet and others.many more.


No single tenant, including all of its store concepts, accounted for 10% or more of our combined base and percentage rental revenues during 2017, 20162021, 2020 or 2015.2019. As of December 31, 2017,2021, no single tenant accounted for more than 8% of our leasable square feet or 7% of our combined base and percentage rental revenues. Because many

A portion of our tenants are large, multinational manufacturers or retailers, losses with respect to rent collections or lease defaults historically have been immaterial.

Only small portions of ourrental revenues are dependent on contingentvariable revenue sources. Revenues fromFor the year ended December 31, 2021, the components of rental revenues are as follows (in thousands):
2021
Rental revenues - fixed$298,095 
Rental revenues - variable (1)
109,671 
Rental revenues$407,766 
(1)Primarily includes rents based on a percentage of tenant sales volume and operating expense reimbursements accounted for approximately 91% of our total revenues in 2017. Revenues from contingent sources,reimbursable expenses such as percentage rents, vending incomecommon area expenses, utilities, insurance and miscellaneous income, accounted for approximately 9% of our total revenues in 2017.real estate taxes, which are paid on a pro rata basis.


Business History


Stanley K. Tanger, the Company's founder, entered the outlet center business in 1981. Prior to founding our company,Company, Stanley K. Tanger and his son, Steven B. Tanger, our Chief Executive Officer,Chair, built and managed a successful family owned apparel manufacturing business, Tanger/Creighton, Inc., which included the operation of five outlet stores. Based on their knowledge of the apparel and retail industries, as well as their experience operating Tanger/Creighton, Inc.'s outlet stores, they recognized that there would be a demand for outlet centers where a number of manufacturers could operate in a single location and attract a large number of shoppers.


Steven B. Tanger joined the Companypredecessor company in 1986, and by June 1993, the Tangers had developed 17 outlet centers totaling approximately 1.5 million square feet. In June 1993, we completed our initial public offering, making Tanger Factory Outlet Centers, Inc. the first publicly traded outlet center company. Since our initial public offering, we have grown our portfolio through the strategic development, expansion and acquisition of outlet centers and are now one of the largest owner operators of outlet centers in the United States and Canada.


In April 2020, Stephen Yalof, a successful and proven retail real estate executive, joined the Company as President and Chief Operating Officer, as part of an executive succession plan for the role of CEO. Effective January 1, 2021, Steven B. Tanger, the Company's CEO, transitioned to the position of Executive Chair of the Company's Board of Directors, effective through January 1, 2024, and Mr. Yalof assumed the role of CEO of the Company.

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Business Strategy


Our companyCompany has been built on a firm foundation of strong and enduring business relationships coupled with conservative business practices. We partner with many of the world's best known and most respected retailers and manufacturers. By fostering and maintaining strong tenant relationships with these successful, high volume companies, we have been able to solidify our position as a leader in the outlet industry for well over a quarter century. The confidence and trust that we have developed with our retail partners from the very beginning has allowed us to forge the impressive retail alliances that we enjoy today with our brand name retailers and manufacturers.

We have had a solid track record of success in the outlet industry for the past 37 years. In 1993, Tanger led the way by becoming the industry's first outlet center company to be publicly traded. Our seasoned team of real estate professionals utilize the knowledge and experience that we have gained to give us a competitive advantage in the outlet business.

As of December 31, 2017, our consolidated outlet centers were 97% occupied with average tenant sales of $380 per square foot. Our portfolio of properties has had an average occupancy rate of 95% or greater on December 31st of each year since 1981. We believe our ability to achieve this level of performance is a testament to our long-standing tenant relationships, industry experience and our expertise in the development, leasing and operation of outlet centers.


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Growth Strategy


Our goal is to build shareholder value through a comprehensive, conservative plan for sustained, long-term growth. We focus our efforts on increasing rents innet operating income at our existing outlet centers, renovating and expanding selected outlet centers and reaching new markets through ground-up developments or acquisitions of existing outlet centers. We expect new development to continue to be important to the growth of our portfolio in the long-term. However, the number of new development opportunities may be limited or completed at a slower pace than our historical experience given the current disruption in the retail environment caused in part by Internet competition and numerous store closings as a result of bankruptcy filings or brand wide restructuring of certain retailers. Future outlet centers may be wholly-owned by us or developed through joint venture arrangements.


Increasing rentsnet operating income at existing outlet centers


Our leasing team focuses on the marketing of available space to maintain our standard for high occupancy levels. LeasesThe majority of our leases are negotiated to provide for inflation-based contractual rent increases or periodic fixed contractual rent increases and percentage rents. We have historically been able to renew mostmany leases at higher base rents per square-foot and attractreplace underperforming tenants with new or existing tenants in our portfolio. Given the current retail environment as discussed above, we may choose to execute leases with new tenants or renew certain tenants to replace underperforming tenants.enhance our tenant mix or maintain a high portfolio occupancy rate. In addition, we are focused on generating non-store revenues (other revenues) and actively managing property operating expenses as a means of growing net operating income.


Developing new outlet centers


We believe that there continue to be opportunities to introduce the Tanger brand in untapped or under-served markets across the United States and Canada in the long-term. We believe our 3741 years of outlet industry experience, extensive development expertise and strong retail relationships give us a distinct competitive advantage.


In order to identify new markets across North America, we follow a general set of guidelines when evaluating opportunities for the development of new outlet centers. This typically includes seeking locations within markets that have at least 1one million people residing within a 30 to 40 mile radius with an average household income of at least $65,000 per year, frontage on a major interstate or roadway that has excellent visibility and a traffic count of at least 55,000 cars per day. Leading tourist, vacation and resort markets that receive at least 5five million visitors annually are also closely evaluated. Although our current goal is to target sites that are large enough to support outlet centers with approximately 60 to 90 stores totaling at least 250,000 to 350,000 square feet, we maintain the flexibility to vary our minimum requirements based on the unique characteristics of a site, tenant demand and our prospects for future growth and success.


In order to help ensure the viability of proceeding with a project, we gauge the interest of our retail partners first. We typically prefer to have signed leases or leases out for negotiation with tenants for at least 60% of the space in each outlet center prior to acquiring the site and beginning construction; however, we may choose to proceed with construction with less than 60% of the space pre-leased under certain circumstances. Construction of a new outlet center has typically taken us nine to twelve months from groundbreaking to grand opening of the outlet center.


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Expanding and renovating existing outlet centers


Keeping our outlet shopping centers vibrant and growing is a key part of our formula for success. In order to maintain our reputation as the premiere outlet shopping destination in the markets that we serve, we have an ongoing program of renovations and expansions taking place at our outlet centers. Construction for expansion and renovation to existing properties typically takes less time, usually between six to nine months depending on the scope of the project.


Acquiring Outlet Centersoutlet centers


As a means of creating a presence in key markets and to create shareholder value, weWe may selectively choose to acquire individual properties or portfolios of properties that meet our strategic investment criteria. We believe that our extensive experience in the outlet center business, access to capital markets, familiarity with real estate markets and our management experience will allow us to evaluate and execute our acquisition strategy successfully over time. Through our tenant relationships, our leasing professionals have the ability to implement a re-merchandising strategy when needed to increase occupancy rates and value. We believe that our managerial skills, marketing expertise and overall outlet industry experience will also allow us to add long-term value and viability to these outlet centers.


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Operating Strategy


Increasing cash flow to enhance the value of our properties and operations remains a primary business objective. Through targeted marketing and operational efficiencies, we strive to improve sales and profitability of our tenants and our outlet centers as a whole. Achieving higher base and percentage rents and generating additional income from temporary leasing, vending and other non-store sources also remains an important focus and goal.


Leasing


Our long-standing retailer relationships and our focus on identifying emerging retailers allow us the ability to provide our shoppers with a collection of the world's most popular outlet stores. Tanger customers shop and save on their favorite brand name merchandise including men's, women's and children's ready-to-wear, lifestyle apparel, footwear, jewelry and accessories, tableware, housewares, luggage and home goods. In addition, we are focused on adding non-traditional uses to our tenant mix, including experiential and food and beverage tenants. In order for our outlet centers to perform at a high level, our leasing professionals continually monitor and evaluate tenant mix, store size, store location and sales performance. They also work to assist our tenants through re-sizing and re-location of retail space within each of our outlet centers for maximum sales of each retail unit across our portfolio.


Marketing
Our marketing plans deliver compelling, well-crafted messages and enticing promotions and events to targeted audiences for tangible, meaningful and measurable results.audiences. Our plans are based on a basic measure of success - increase sales and traffic for our retail partners and we will create successful outlet centers. Utilizing a strategic mix of print,traditional (print, radio, television, direct mail ourand public relations) and digital (our consumer website, Internet advertising, social networks, and mobile applications and public relations,applications) channels, we consistently reinforce the Tanger brand. Our marketing efforts are also designed to build loyalty with current Tanger shoppers and create awareness with potential customers. The majority of consumer-marketing expenses incurred by us are reimbursable by our tenants.


Capital Strategy


We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through a proper mix of fixed and variable rate debt, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by strategically divesting of our non-core assets and maintaining a conservative distribution payout ratio. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements. requirements, including without limitation issuances of equity under our ATM program.


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We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders. We are a well-known seasoned issuer with a shelf registration statement on Form S-3 that allows us to register unspecified amounts of different classes of securities on Form S-3.securities. To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria. Based on cash provided by operations, existing lines of credit, ongoing relationships with certain financial institutions and our ability to issue debt or equity subject to market conditions, we believe that we have access to the necessary financing to fund our planned capital expenditures during 2018.2022.

We anticipate that adequate cash will be available to fund our operating and administrative expenses, regular debt service obligations, and the payment of dividends in accordance with REIT requirements in both the short and long-term. Although we receive most of our rental payments on a monthly basis, distributions to shareholders and unitholders are made quarterly and interest payments on the senior, unsecured notes are made semi-annually. Amounts accumulated for such payments will be used in the interim to reduce the outstanding borrowings under our existing lines of credit or invested in short-term money market or other suitable instruments adhering to our investment policies.


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We believe our current balance sheet position is financially sound; however, due to the uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt maturity, which is our unsecured term loan occurs in 2021. due April 2024.

As a result, our current primary focus is to continually strengthen our capital and liquidity position by controlling and reducing construction and overhead costs, generating positive cash flows from operations to cover our distributions and reducing outstanding debt.


Competition


We carefully consider the degree of existing and planned competition in a proposed area before deciding to develop, acquire or expand a new outlet center. Our outlet centers compete for customers primarily with outlet centers built and operated by different developers, traditional shopping malls, full-andfull- and off-price retailers and e-commerce retailers. However, weWe believe that the majority of our customers visit outlet centers because they are intent on buying name-brand products at discounted prices. Traditional full-and off-price retailers and e-commerce retailers are often unable to provide such a variety of and depth of name-brand products at attractive prices.


Because our revenues are ultimately linked to our tenants' success, we are affected by the same competitive factors, such as consumer spending habits and online shopping, as our tenants. Tenants of outlet centers are generally adverse to direct competition with major brick and mortar retailers and their own specialty stores. For this reason, our outlet centers generally compete only to a limited extent with traditional malls in or near metropolitan areas.areas as our centers are typically located at least 10 miles from major department stores and manufacturer-owned, full-price retail stores. In recent years, some of our tenants have been adversely impacted by changes in consumer spending habits and the convenience of online shopping.


We compete with institutional pension funds, private equity investors, other REITs, individual owners of outlet centers, specialty stores and others who are engaged in the acquisition, development or ownership of outlet centers and stores. In addition, the number of entities competing to acquire or develop outlet centers has increased and may continue to increase in the future, which could increase demand for these outlet centers and the prices we must pay to acquire or develop them. Nevertheless, we believe the high barriers to entry in the outlet industry, including the need for extensive marketing programs to drive traffic to the centers and relationships with premier manufacturers and brand name retailers, will continue to limit the number of new outlet centers developed each year.


Financial Information


We have one reportable operating segment. For financial information regarding our segment, see our consolidated financial statements.


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Corporate and Regional Headquarters


We rent space in an office building in Greensboro, North Carolina where our corporate headquarters is located as well as a regional office in Miami, Florida.located.


As of February 1, 2018,December 31, 2021, we maintain offices and employ on-site managersmanagement at 3833 consolidated and unconsolidated outlet centers. The managers closely monitor the operation, marketing and local relationships at each of their outlet centers.


Insurance


We believe that as a whole our properties are covered by adequate comprehensive liability, fire, flood, earthquake and extended loss insurance provided by reputable companies with commercially reasonable and customary deductibles and limits. Northline Indemnity, LLC, ("Northline"), a wholly-owned captive insurance subsidiary of the Operating Partnership, is responsible for losses up to certain levels for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Specified types and amounts of insurance are required to be carried by each tenant under their lease. There are however, types of losses, like those resulting from wars or nuclear radiation, which may either be uninsurable or not economically insurable in some or all of our locations. An uninsured loss could result in a loss to us of both our capital investment and anticipated profits from the affected property.



Our Core Values
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Our Core Values are to consider community first, seek the success of others, act fairly and with integrity and make it happen.


EmployeesConsider Community First - Our diverse communities are the heartbeat of our business. Our decision-making must reflect the varied perspectives that contribute to making our Company a welcoming environment for all. We work to embrace these differences which strengthen Our Tanger. Our philanthropic and sustainable commitments exist to better all the communities we serve.


Seek the Success of Others - We are all in this together, and we believe true success can only be achieved when it is experienced by our shoppers, retailers, and team members alike. We strive to create a culture of inclusion, where we can all be better – together.

Act Fairly and with Integrity - Our bond is strongest when we act with integrity and fairness in everything we do. Tanger’s commitment to ethics lives throughout every level, interaction, and function of the organization, and is what we are known for.

Make it Happen - This is the Tanger state of mind, and it is deeply rooted in our heritage. We are empowered to take smart risks, innovate and to use our voices to advocate for our ideas and for others within our communities.

Human Capital Resources

As of February 1, 2018,December 31, 2021, we had 287310 full-time employees, located at our corporate headquarters in North Carolina our regional office in Miami and 4033 business offices. At that date, we also employed 353263 part-time employees at various locations. Our success is highly dependent on part-time employees and the institutional knowledge that comes with high retention rates. Our part-time workforce is 46% of our 573-person workforce and 28% of them have been with us for 5 years or longer. In 2021, 51% of our full-time workforce has been with us for five years or longer.


Our company has a Diversity, Equity, and Inclusion Council with representation from across the Company. The Diversity, Equity and Inclusion Council is deeply committed to creating and sustaining an organizational culture reflective of the collective mixture of unique experiences, perspectives, and viewpoints of our people, partners, and communities that contribute to making Tanger an environment where everyone is welcomed, respected, heard, supported, and able to thrive. Embracing a diverse, equitable, and inclusive workplace is part of our Core Values, strengthening Our Tanger, supporting our efforts to better the communities we serve, and allowing us to be transformative in delivering compelling customer experiences.


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One of our DEI Strategic Priorities is to Nurture a Diverse Tanger Community, including but not limited to driving equal access, opportunity, and advancement for customers, partners, stakeholders, board of directors, and all current and future team members, growing the diverse representation of our shoppers and communities within our workforce. As of December 31, 2021, team members who identify as females made up 84% of field employees, 45% of our executive leadership team, and 77% of our total 573-person workforce. Ethnic minorities made up 26% of our total workforce in 2021. The Company's Board gender composition consisted of 22% members who identify as female and 22% of members with ethnic diversity.

We focus on developing strategies that enhance an environment where high performance, training and expression of our core competencies are rewarded and publicly recognized. We provide numerous training programs which include topics related to, among other things, operational training, leadership development, customer service and technology training. We recognize that motivation and rewards are different for individuals at various times in their careers, and a balanced blend of monetary and non-monetary rewards can generate valuable business results. We provide employee benefits on par or above industry standards. In addition, we support employees with 40 hours per year of paid volunteer time off to encourage volunteering for worthwhile activities in their local communities. Part-time employees are included in our 401(k) plans, which offer immediate vesting and dollar-for-dollar matches for employee contributions up to 3%, and $0.50 for every dollar contributed on the next 2% deferred. Part-time employees also participate in paid time off (PTO) after five years of service and are eligible to participate in our accident and critical Illness voluntary benefits.

Environment, Social and Governance ("ESG") Programs

We work to create long-term value for our shareholders, retail partners and employee team members while we support strong communities and work towards protecting the future of our planet. We integrate ESG into our business practices and seek to address the issues most important to our stakeholders. Our Core Values of Consider Community First, Seek the Success of Others, Act Fairly and with Integrity and Make it Happen form the foundation of our approach as we set goals to create positive social and economic impact while reducing our environmental footprint.

Reporting frameworks

Our goal is to utilize best practices in every aspect of our business, including our disclosures and ESG reporting. We have utilized the standards of the Global Reporting Initiative (GRI) since 2016 and began integrating certain disclosures from the Sustainability Accounting Standards Board (SASB, now the Value Reporting Foundation) in 2019. In 2020 and 2021, we disclosed to Global Real Estate Sustainability Benchmark (GRESB) and CDP (formerly, the Carbon Disclosure Project). We are also currently assessing our climate-related governance and strategy to report in line with the Task Force on Climate-related Financial Disclosures (TCFD) and aim to become a signatory to the United Nations Global Compact (UNGC).

ESG governance

Our ESG Executive Committee leads the governance of ESG matters at our Company and is chaired by our General Counsel. Consisting of executives from various functional areas of our Company, including, without limitation, Operations, Finance and People and Culture, the Executive Committee advises on the Company's approach to ESG. The Executive Committee monitors progress toward achievement of goals and communicates priority ESG issues to senior leadership. Our full Board of Directors provides oversight for the ESG function, and, as appropriate, certain matters are considered by a specific committee of the Board of Directors.

Material ESG issues – priorities and impacts

Our ESG materiality process drives strategy on environmental, social, economic and governance topics. We begin by identifying opportunities and risks, and leverage external frameworks and engage stakeholders, executives and our Board members to help identify key ESG issues. These key issues are translated into operational priorities and processes across our Company. As a result of a robust materiality assessment conducted by a third party in 2021, we have identified the following priority material issues that are of greatest relevance to the Company and our stakeholders: Diversity, Equity and Inclusion; Energy Use and Efficiency; Community Involvement; Climate Change and Tenants' Environmental and Social Footprint.


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For the avoidance of doubt, while certain matters discussed in our ESG Report, ESG Policies and other ESG-related disclosures may be significant, any significance should not be read as necessarily rising to the level of materiality as that concept is used for the purposes of our compliance and reporting pursuant to the U.S. federal securities laws and regulations. The concept of materiality used in our ESG disclosures, including as it is used above, is based on other definitions of materiality, some of which may require that we use a level of estimation and assumption that may make the resulting disclosures inherently uncertain.This is the case even where we use the word “material” or “materiality” in our ESG disclosures.Therefore, issues that we identify as “material” from an ESG perspective are not necessarily material to the Company under the U.S. federal securities laws and regulations.The contents of our ESG Report, ESG Policies and other ESG-related disclosures are not incorporated by reference into this Form 10-K, and do not form a part of this Form 10-K.

Government Regulations

We are subject to regulation by various federal, state, provincial and local agencies. These agencies include the Environmental Protection Agency, Occupational Safety and Health Administration and Department of Labor and Equal Employment Opportunity Commission. We believe we comply, in all material respects, with existing applicable statutes and regulations affecting environmental issues and our employment, workplace health and workplace safety practices, and compliance with such statutes and regulations has no material effect on our capital expenditures, earnings or competitive position.

ITEM 1A.1A RISK FACTORS


Important risk factors that could materially affect our business, financial condition or results of operations in future periods are described below. These factors are not intended to be an all-encompassing list of risks and uncertainties and are not the only risks and uncertainties we face. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

Risks Related to Real Estate Investments

We may be unable to develop new outlet centers or expand existing outlet centers successfully.

We continue to develop new outlet centers and expand existing outlet centers as opportunities arise. However, there are significant risks associated with our development activities in addition to those generally associated with the ownership and operation of established retail properties. While we have policies in place designed to limit the risks associated with development, these policies do not mitigate all development risks associated with a project. These risks include the following:

significant expenditure of money and time on projects that may be delayed or never be completed;

higher than projected construction costs;

shortage of construction materials and supplies;

failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and

late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.

Any or all of these factors may impede our development strategy and adversely affect our overall business.


The economic performance and the market value of our outlet centers are dependent on risks associated with real property investments.


Real property investments are subject to varying degrees of risk. The economic performance and values of real estate may be affected by many factors, including changes in the national, regional and local economic climate, inflation, changes in government policies and regulations, unemployment rates, consumer confidence, consumer shopping preferences, local conditions such as an oversupply of space or a reduction in demand for real estate in the area, the attractiveness of the properties to tenants, competition from other available space, our ability to provide adequate maintenance and insurance and increased operating costs.


We may be unable to develop new outlet centers or expand existing outlet centers successfully.

We intend to continue to develop new outlet centers and expand existing outlet centers as opportunities arise. However, there are significant risks associated with our development activities in addition to those generally associated with the ownership and operation of established retail properties. While we have policies in place designed to limit the risks associated with development, these policies do not mitigate all development risks associated with a project. These risks include the following:

•significant expenditure of money and time on projects that may be delayed or never be completed;

•higher than projected construction costs;

•shortage of construction materials and supplies;

•failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and

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•late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.

Any or all of these factors may impede our development strategy and adversely affect our overall business.

Real property investments are relatively illiquid.


Our outlet centers represent a substantial portion of our total consolidated assets. These assets are relatively illiquid. As a result, our ability to sell one or more of our outlet centers in response to any changes in economic or other conditions is limited. If we want to sell an outlet center, there can be no assurance that we will be able to dispose of it in the desired time period or that the sales price will exceed the cost of our investment.


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Properties have been in the past and may be in the future subject to impairment charges which can adversely affect our financial results.


We periodically evaluate long-lived assets to determine if there has been any impairment in their carrying values or if there are other indicators of impairment and record impairment losses if the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts or if there are other indicators of impairment.amounts. If it is determined that an impairment has occurred, we would be required to record an impairment charge equal to the excess of the asset's carrying value over its estimated fair value, which could have a material adverse effect on our financial results in the accounting period in which the adjustment is made. Our estimates of undiscounted cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, but not limited to, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, changes in market rental rates and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated in our impairment analysis may not be achieved.


Also, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, discount and capitalization rates, changes in market rental rates and operating costs of the property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized.


In the current and recent years, we have recorded impairment charges related to both our long-lived assets and our investments in consolidated joint ventures. In addition, based upon current market conditions, one of our outlet centers has an estimated fair value significantly less than its recorded carrying value of approximately $117.9 million. However, based on our current plan with respect to that outlet center, we believe that its carrying amount is recoverable and therefore no impairment charge was recorded. Accordingly, we will continue to monitor 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. As these inputs are difficult to predict and are subject to future events that may alter our assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

Dispositions may not achieve anticipated results.


From time to time, we have strategically disposed of assets, and may strategically dispose of additional assets in the future, with the goal of improving the overall performance of our core portfolio. However, we may not achieve the results we originally anticipated at the time of disposition. If we are not successful at achieving the anticipated results, there is a potential for a significant adverse impact on our returns and our overall profitability.



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We face competition for the acquisition and development of outlet centers, and we may not be able to complete acquisitions or developments that we have identified.


We intend to grow our business in part through acquisitions and new developments. We compete with institutional pension funds, private equity investors, other REITs, small owners of outlet centers, specialty stores and others who are engaged in the acquisition, development or ownership of outlet centers and stores. These competitors may succeed in acquiring or developing outlet centers themselves. Also, our potential acquisition targets may find our competitors to be more attractive acquirers because they may have greater marketing and financial resources, may be willing to pay more, or may have a more compatible operating philosophy. In addition, the number of entities competing to acquire or develop outlet centers has increased and may continue to increase in the future, which could increase demand for these outlet centers and the prices we must pay to acquire or develop them. If we pay higher prices for outlet centers, our profitability may be reduced. Also, once we have identified potential acquisitions, such acquisitions are subject to the successful completion of due diligence, the negotiation of definitive agreements and the satisfaction of customary closing conditions. We cannot assure you that we will be able to reach acceptable terms with the sellers or that these conditions will be satisfied.


We may be subject to environmental regulation.


Under various federal, state and local laws, ordinances and regulations, we may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our property or disposed of by us, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). This liability may be imposed whether or not we knew about, or were responsible for, the presence of hazardous or toxic substances.


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Possible terrorist activity, or other acts or threats of violence, public health crises and threats to public safety could adversely affect our financial condition and results of operations.


Terrorist attacks and threats of terrorist attacks, whether in the United States, Canada or elsewhere, or other acts or threats of violence may result in declining economic activity, which could harm the demand for goods and services offered by our tenants and the value of our properties and might adversely affect the value of an investment in our securities. Similarly, public health crises may negatively impact consumer spending. Such a resulting decrease in retail demand could make it difficult for us to renew or re-lease our properties.properties and may adversely impact our results of operations to the extent our revenues are dependent on variable revenue sources.


Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss. In addition, these acts and threats might erode business and consumer confidence and spending, and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, impair the ability of tenants to meet their obligations under their existing leases, limit our access to capital, increase our cost of raising capital and/or give rise to third party claims.


Risks Related to our Business


The current COVID-19 pandemic has negatively affected and will likely continue to negatively affect our business, financial condition, liquidity and results of operations and those of our tenants.

The current COVID-19 pandemic has had, and likely 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 the spread of or remediate outbreaks of 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 our results of operations, liquidity (including our ability to access capital markets), 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 may continue to be materially affected.



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Our financial results for 2020 were materially adversely impacted by COVID-19. During 2021, our business and financial results improved, and metrics such as average overall occupancy rates, traffic to our centers, sales reported by our tenants, and collections of rental revenues returned to near, at, or in some cases above, pre-pandemic levels. Nevertheless, the extent to which the COVID-19 pandemic continues to impact our financial condition, results of operations and cash flows will depend on future developments which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, the availability or effectiveness of vaccines or treatments, future mutations or variants of the virus, and the direct and indirect economic effects of the pandemic and containment measures, among others. The impact of the COVID-19 pandemic on our rental revenue for the future cannot be determined at present. The situation surrounding the COVID-19 pandemic remains fluid, and we are continuing to manage our response in collaboration with tenants, government officials and business partners and assessing potential impacts to our financial position and operating results, as well as potential adverse developments in our business.

The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

•The reduced economic activity that could result in a prolonged recession and may consequently negatively impact consumer discretionary spending; difficulty accessing debt and equity capital on attractive terms, or at all, deterioration in our credit ratings, a severe disruption and instability in the global financial markets or deterioration in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants' ability to fund their business operations and meet their obligations to us.
•The financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our credit facility and other debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our liquidity.
•Any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions
•A general decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties or dispose of properties at a net gain, as applicable.
•A deterioration in our or our tenants' ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants' operations could adversely affect our operations and those of our tenants.
•A significant increase in the number of tenants that file for Chapter 11 bankruptcy; adverse impacts from requiring employees to work remotely, such as reductions in productivity and heightened cybersecurity risks; and the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.

Our earnings and therefore our profitability are dependent on rental income from real property.


Substantially all of our income is derived from rental income from real property. Our income and funds for distribution would be adversely affected if rental rates at our centers decrease, if a significant number of our tenants were unable to meet their obligations to us or if we were unable to lease a significant amount of space in our outlet centers on economically favorable lease terms. In addition, the terms of outlet store tenant leases traditionally have been significantly shorter than in other retail segments. There can be no assurance that any tenant whose lease expires in the future will renew such lease or that we will be able to re-lease space on economically favorable terms.









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We are substantially dependent on the results of operations of our retailers.retail tenants and their bankruptcy, early termination or closing could adversely affect us.


Our operations are subject to the results of operations of our retail tenants. A portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants' results of operations would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, legislative changes that increase the cost of their operations, supply chain issues or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales. Any resulting leasing delays, failures to make payments or tenant bankruptcies could result in the termination of such tenants' leases.


A number of companies in the retail industry, including some of our tenants, have declared bankruptcy or have voluntarily closed all or certain of their stores in recent years. The bankruptcy of a major tenant or number of tenants may result in the closing of certain affected stores or reduction of rent for stores that remain operating. For example, in 2019 and 2020, our revenues were adversely affected by higher than historical averages of bankruptcy filings and other tenant closures during those periods. 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 the end of 2021. If our occupancy declines, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

Re-leasing this space may take longer than our historical experience. In addition, we may not be ableunable to re-leasereplace the resulting vacant space for some time or forat equal or greater rent. Such bankruptcy, rent, and/or we may incur significant tenant allowances to induce tenants to enter into leases. As such, the voluntary closings of a significant amount of stores could have a material adverse effect on our results of operations and could result in a lower level of funds for distribution.


Certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours and thereby constrain us from taking actions concerning these properties which otherwise would be in our best interests and our shareholders' interests.


We own partial interests in outlet centers with various joint venture partners. The approval or consent of the other members of these joint ventures is required before we may sell, finance, expand or make other significant changes in the operations of these properties. We also may not have control over certain major decisions, including approval of the annual operating budgets, selection or termination of the property management company, leasing and the timing and amount of distributions, which could result in decisions that do not fully reflect our interests. To the extent such approvals or consents are required, we may experience difficulty in, or may be prevented from, implementing our plans and strategies with respect to expansion, development, property management, on-going operations, financing (for example, decisions as to whether to refinance or obtain financing, when and whether to pay down principal of any loan and whether and how to cure any defaults under loan documents) or other similar transactions with respect to such properties.



We face risks associated with climate change.

To the extent climate change causes changes in weather patterns, our properties in certain markets could experience, among other impacts, increases in storm intensity, rising sea levels and other natural disasters. Approximately, 47% of the square footage of our consolidated portfolio are in a coastal areas, which are at risk to be impacted by storms intensity and 16% of the square footage of our consolidated portfolio are in areas that are at risk to be impacted by rising sea levels. Over time, these conditions could result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or increase taxes and fees assessed on us or our properties.

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The increasing focus on environmental, sustainability and social initiatives could increase our costs, harm our reputation and adversely impact our financial results.

There has been increasing public focus by investors, environmental activists, the media and governmental and nongovernmental organizations on a variety of environmental, social and other sustainability matters. We may make commitments relating to sustainability matters that affect us, including the design and implementation of specific risk mitigation strategic initiatives relating to sustainability. If we are not effective in addressing environmental, social and other sustainability matters affecting our business, or setting and meeting relevant sustainability goals, our reputation may suffer. In addition, we may experience increased costs in order to execute upon our sustainability goals and measure achievement of those goals, which could have an adverse impact on our business and financial condition.

An uninsured loss or a loss that exceeds our insurance policies on our outlet centers or the insurance policies of our tenants could subject us to lost capital and revenue on those outlet centers.


Some of the risks to which our outlet centers are subject, including risks of terrorist attacks, war, earthquakes, hurricanes and other natural disasters, are not insurable or may not be insurable in the future. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the insurance policies noted above or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in and anticipated revenue from one or more of our outlet centers, which could adversely affect our results of operations and financial condition, as well as our ability to make distributions to our shareholders.


Under the terms and conditions of our leases, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons and contamination of air, water, land or property, on or off the premises, due to activities conducted in the leased space, except for claims arising from negligence or intentional misconduct by us or our agents. Additionally, tenants generally are required, at the tenant's expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies issued by companies acceptable to us. These policies include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the leased space. All of these policies may involve substantial deductibles and certain exclusions. Therefore, an uninsured loss or loss that exceeds the insurance policies of our tenants could also subject us to lost capital and revenue.


Consumer spending habits have changed and may change.continue to evolve.


ShoppersCertain retailers have experienced, and may choosecontinue to spend a greater percentageexperience for the foreseeable future considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their disposable incomebusiness models. As pressure on such retailers increases, their ability to purchase goods through e-commercemaintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts by investors or other retail channels, which could reduce the number of trips torivals or avoid bankruptcy and/or liquidation may be impaired, adversely impacting our outlet centers and the average amount spent per visit. Such a change in consumer spending habits could adversely affect the results of operations to the extent our revenues are dependent on variable revenue sources, and resulting in closures of our retail tenantstheir stores or their seeking a lease modification with us. Any lease renewal or modification could be unfavorable to us as the lessor and adversely impact our percentagecould decrease rents and ability to renew and release space at favorable rental rates.or expense recovery charges.


Our Canadian investments may subject us to different or greater risk from those associated with our domestic operations.


As of December 31, 2017,2021, through a co-ownership arrangement with a Canadian REIT, we have an ownership interest in fourtwo properties in Canada. Our operating results and the value of our Canadian operations may be impacted by any unhedged movements in the Canadian dollar. Canadian ownership activities carry risks that are different from those we face with our domestic properties. These risks include:


•adverse effects of changes in the exchange ratesrate between the USU.S. and Canadian dollar;

•changes in Canadian political and economic environments, regionally, nationally, and locally;

•challenges of complying with a wide variety of foreign laws;

•changes in applicable laws and regulations in the United States that affect foreign operations;

•property management services being provided directly by our 50/50 ​co-owner,co-owner, not by us; and

•obstacles to the repatriation of earnings and cash.

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Any or all of these factors may adversely impact our operations and financial results, as well as our overall business.


15




Our success significantly depends on our key personnel and our ability to attract and retain key personnel.

Our success depends upon the personal efforts and abilities of our senior management team and other key personnel. Although we believe we have a strong management team with relevant industry expertise, the extended loss of the services of key personnel could have a material adverse effect on the securities markets' view of our prospects and materially harm our business. Also, our success and the achievement of our goals are dependent upon our ability to attract and retain qualified employees.


Risks Related to our Indebtedness and Financial Markets


We are subject to the risks associated with debt financing.


We are subject to the risks associated with debt financing, including the risk that the cash provided by our operating activities will be insufficient to meet required payments of principal and interest. Disruptions in the capital and credit markets may adversely affect our operations, including the ability to fund the planned capital expenditures and potential new developments or acquisitions. Further, there is the risk that we will not be able to repay or refinance existing indebtedness or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If we are unable to access capital markets to refinance our indebtedness on acceptable terms, we might be forced to dispose of properties on disadvantageous terms, which might result in losses.


The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties.


Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture property, which is non-recourse to us.property. A default by a joint venture under its debt obligations may expose us to liability under a guaranty. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings arefunding is not typically required contractually or otherwise.


Our interest rate hedging arrangements may not effectively limit our interest rate risk exposure.

We manage our exposure to interest rate risk by periodically entering into interest rate hedging agreements to effectively fix a portion of our variable rate debt. Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including that a counterparty to a hedging arrangement may fail to honor its obligations. We enter into swaps that are exempt from the requirements of central clearing and/or trading on a designated contract market or swap execution facility pursuant to the applicable regulations and rules, and thus there may be more counterparty risk relative to others who do not utilize such exemption. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. We might be subject to additional costs, such as transaction fees or breakage costs, if we terminate these arrangements.










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Uncertainty relating to the determination of LIBOR and the phasing out of LIBOR after 2021, or, in certain cases, 2023, may adversely affect our results of operations, financial condition, liquidity and net worth.

As of December 31, 2021, we had $340.1 million of debt and 13 interest rate swaps with an aggregate notional value of $300.0 million outstanding that were indexed to the London Interbank Offered Rate (“LIBOR”). In addition, we have a $520.0 million unsecured revolving line of credit facility that is indexed to LIBOR but had no borrowings under it. LIBOR is subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. Some tenors of LIBOR were discontinued on December 31, 2021 and the remaining tenors are expected to be discontinued on or after June 30, 2023. The Secured Overnight Financing Rate (“SOFR”) and the Bloomberg Short-Term Bank Yield ("BSBY") have been proposed as alternatives to LIBOR. We are monitoring and evaluating the risks related to potential changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR could also be impacted when LIBOR is limited or discontinued and contracts must be transitioned to a new alternative rate. There is no guarantee that either SOFR or BSBY will become a widely accepted benchmark in place of LIBOR. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require negotiation with the respective counterparty. If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract.

While we expect most tenors of LIBOR to be available until 2023, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate would be accelerated and/or magnified. Any of these events could have an adverse effect on our financing costs, and as a result, our financial condition, operating results and cash flows.

The market price of our common shares or other securities may fluctuate significantly in response to many factors.

Factors that could cause our securities to fluctuate significantly include but are not limited to; actual or anticipated variations in our operating results; cash flows or liquidity; changes in our earnings estimates or those of analysts; changes in our dividend policy; impairment charges affecting the carrying value of one or more of our outlet centers; changes in the general retail environment; shareholder activism and bankruptcy or brand-wide restructurings of retailers. In addition, a large proportion of our common shares has been and may continue to be traded by short sellers which may put pressure on the supply and demand for our common shares.

Risks Related to Federal Income Tax Laws


The Company's failure to qualify as a REIT could subject our earnings to corporate level taxation.


We believe that we have operated and intend to operate in a manner that permits the Company to qualify as a REIT under the Internal Revenue Code of 1986, as amended.amended (the "Internal Revenue Code"). However, we cannot assure you that the Company has qualified or will remain qualified as a REIT. If in any taxable year the Company were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, the Company would not be allowed a deduction for distributionsdividends paid to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our taxable income at the regular corporate rate. TheAlso, we could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. Accordingly, the Company's failure to qualify for taxation as a REIT would haveresult in a material adverse effect onsignificant reduction in cash available for distribution to our shareholders, and thus may adversely affect the market price and marketability of our securities.









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The Company is required by law to make distributions to our shareholders.


To obtain the favorable tax treatment associated with the Company's qualification as a REIT, generally, the Company is required to distribute to its shareholders at least 90% of its net taxable income (excluding capital gains) each year. The Company depends upon distributions or other payments from the Operating Partnership to make distributions to the Company's common shareholders. The Company is allowed to satisfy the REIT income distribution requirement by distributing up to 80% of the dividends on its common shares in the form of additional common shares in lieu of paying dividends entirely in cash. Although we reserve the right to utilize this procedure in the future, we currently have no intent to do so.






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Recent changes in law significantly changed the U.S. federal income taxation of U.S. businesses, including us.
Recently enacted U.S. tax legislation (the “2017 Tax Legislation”) has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their shareholders.  Changes made by the 2017 Tax Legislation that could affect us and our shareholders from a U.S. federal income tax perspective include:
temporarily reducing individual U.S. federal income tax rates on ordinary income;
permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
permitting a deduction for certain pass-through business income, including dividends received by our shareholders from us that are not designated by us as capital gain dividends or qualified dividend income, which will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after December 31, 2017 and before January 1, 2026;
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted taxable income,” except for taxpayers (including certain REITs) that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with longer depreciation periods); and
eliminating the corporate alternative minimum tax.

Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions.  The legislation could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury Department, IRS and courts, any of which could change the impact of the legislation.  In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.  While some of the changes made by this tax legislation may adversely affect us in one or more reporting periods and prospectively, other changes may be beneficial on a going forward basis.  We continue to work with our tax advisors and auditors to determine the full impact that the recent tax legislation as a whole will have on us.

Further federalFederal or state legislative or other actions could adversely affect our shareholders.


Other futureFuture changes to tax laws may adversely affect the taxation of the REIT, its subsidiaries or its shareholders. These changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets.


These potential changes could generally result in REITs having fewer tax advantages and may lead REITs to determine that it would be more advantageous to elect to be taxed, for federal income tax purposes, as a corporation.


Additionally, not all states automatically conform to changes in the Internal Revenue Code. This could increase the complexity of our compliance costs and may subject us to additional tax and audit risk.















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Risks Related to our Organizational Structure


The Company depends on distributions from the Operating Partnership to meet its financial obligations, including dividends.


The Company's operations are conducted by the Operating Partnership, and the Company's only significant asset is its interest in the Operating Partnership. As a result, the Company depends upon distributions or other payments from the Operating Partnership in order to meet its financial obligations, including its obligations under any guarantees or to pay dividends or liquidation payments to its common shareholders. As a result, these obligations are effectively subordinated to existing and future liabilities of the Operating Partnership. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company. Although the Operating Partnership presently is in compliance with these covenants, there is no assurance that the Operating Partnership will continue to be in compliance and that it will be able to make distributions to the Company.


Risks Related to Cyber Security


Cyber-attacks or acts of cyber-terrorism could disrupt our or our third-party providers' business operations and information technology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information.


Our business operations and information technology systems have been and may in the future be attacked or breached by individuals or organizations intending to obtain sensitive data regarding our business, customers, employees, tenants or other third parties with whom we do business or disrupt our business operations and information technology systems. While we maintain some of our own critical information technology systems, whetherwe also depend on third-party providers for important information technology software, products and services relating to several key business functions, such as payroll, electronic communications and certain accounting and finance functions. Many of these providers have likewise experienced and expect to continue to experience cyberattacks and other security incidents.





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A security compromise of our or our critical providers' information technology systems or business operations could occur through cyber attackscyber-attacks or cyber-intrusions over the Internet, malware, ransomware, computer viruses, attachments to e-mails, persons inside our organization, or persons with access to systems inside our organization. Theorganization, due to malicious conduct, human error, negligence, and social engineering, as well as due to bugs, coding misconfigurations or other software vulnerabilities. Like many companies, we have experienced intrusions and threats to data and information technology systems, and the risk of a future security breach or disruption, particularly through cyber attackscyber-attacks or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We use information technology systems to manage our outlet centers and other business processes. Disruption of those systems, for example, due to ransomware, could adversely impact our ability to operate our business to provide timely service to our customers and maintain our relationships with our tenants. Accordingly, if such an attack or act of terrorism were to occur, our operations and financial results could be adversely affected. In addition, we use our information technology systems to protect confidential or sensitive customer, employee and Company information developed and maintained in the normal course of our business. AnyCertain of these systems have been attacked, and any attack on such systems that would resultresults in the unauthorized release or loss of customer, employee or other confidential or sensitive data could have a material adverse effect on our business reputation, increase our costs of remediation and compliance (particularly in light of increased regulation of corporate data privacy and cybersecurity practices) and expose us to additional material legal claims and liability. As a result, if such an attackliability by private litigants and regulatory agencies. If the unauthorized release or actloss of terrorismcustomer, employee or other confidential or sensitive data were to occur, our operations and financial results and our share price could also be adversely affected.


Our measures to prevent, detect and mitigate cyber threats, including password protection, firewalls, backup servers, threat monitoring and periodic penetration testing, may not be successful in preventing a data breach or limiting the effects of a breach. Furthermore, the security measures employed by third-party service providers may prove to be ineffective at preventing breaches of their systems. We expect the frequency and intensity of cyberattacks to escalate in the future, particularly as threat actors become more sophisticated, for example, by deploying tools and techniques that are specifically designed to circumvent controls, to evade detection, and even to remove or obfuscate forensic evidence, all of which impedes our ability to detect, identify, investigate and remediate against cyberattacks.While we carry insurance related to cybersecurity events, our policies may not cover all of the costs and liabilities that could be incurred as the result of cyberattack or other security incident.
ITEM 1B.UNRESOLVED STAFF COMMENTS


ITEM 1B.UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments from the CommissionSEC for either the Company or the Operating Partnership.



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ITEM 2.PROPERTIES
ITEM 2.PROPERTIES


As of February 1, 2018,December 31, 2021, our consolidated portfolio consisted of 3630 outlet centers totaling 12.911.5 million square feet located in 2218 states. We own interests in eightsix other outlet centers totaling approximately 2.42.1 million square feet through unconsolidated joint ventures, including fourtwo outlet centers in Canada. Our consolidated outlet centers range in size from 82,161104,009 to 740,159739,148 square feet. The outlet centers are generally located near tourist destinations or along major interstate highways to provide visibility and accessibility to potential customers.


We believe that the outlet centers are well diversified geographically and by tenant and that we are not dependent upon any single property or tenant. The outlet center in Deer Park, New York is the only property that comprises 10% or more of our consolidated total assets as of December 31, 2017.2021. No property comprises more than 10% of our consolidated revenues for the year ended December 31, 2017.2021. See "Properties - Significant Property" for further details.


We have an ongoing strategy of acquiring outlet centers, developing new outlet centers and expanding existing outlet centers. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of the cost of such programs and the sources of financing thereof.


As of February 1, 2018,December 31, 2021, of the 3630 outlet centers in our consolidated portfolio, we own the land underlying 2924 and have ground leases on seven.six. The following table sets forth information about the land leases on which all or a portion of the outlet centers are located:
Outlet CenterAcresExpirationExpiration including renewal terms at our option
Myrtle Beach Hwy 17, SC40.020272096
Atlantic City, NJ21.321012101
Sevierville, TN43.620862086
Riverhead, NY47.020242039
Mashantucket, CT (Foxwoods)8.120402090
Rehoboth Beach, DE2.72044(1)
Outlet Center Acres Expiration Expiration including renewal terms
Myrtle Beach Hwy 17, SC 40.0
 2027 2096
Atlantic City, NJ 21.3
 2101 2101
Ocean City, MD 18.5
 2084 2084
Sevierville, TN 43.6
 2086 2086
Riverhead, NY 47.0
 2019 2039
Mashantucket, CT (Foxwoods) 8.1
 2040 2090
Rehoboth Beach, DE 2.7
 2044 
(1) 
(1)Lease may be renewed at our option for additional terms of twenty years each.
(1)Lease may be renewed at our option for additional terms of twenty years each.


Generally, our leases with our outlet center tenants typically have an initial term that ranges from 5 to 10 years and provide for the payment of fixed monthly rent in advance. There are often contractual base rent increases during the initial term of the lease. In addition, the rental payments are customarily subject to upward adjustments based upon tenant sales volume. MostA component of most leases provide for paymentincludes a pro-rata share or escalating fixed contributions by the tenant offor property operating expenses, including common area maintenance, real estate taxes, insurance common area maintenance,and advertising and promotion, expenses incurred by the applicable outlet center. As a result, the majority of ourthereby reducing exposure to increases in costs and operating expenses for the outlet centers are borne by the tenants.resulting from inflation.




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The following table summarizes certain information with respect to our consolidated outlet centers as of February 1, 2018:December 31, 2021:
StateNumber of
Outlet Centers		Square
Feet		%
of Square Feet
South Carolina5 1,605,812 14
New York2 1,468,429 13
Georgia3 1,121,579 10
Pennsylvania3 999,442 9
Texas2 823,557 7
Michigan2 671,565 6
Alabama1 554,649 5
Delaware1 549,890 5
New Jersey1 487,718 4
Tennessee1 447,810 4
North Carolina2 422,895 3
Arizona1 410,753 3
Florida1 351,721 3
Missouri1 329,861 3
Mississippi1 324,720 3
Louisiana1 321,066 3
Connecticut1 311,229 3
New Hampshire1 250,139 2
Total30 11,452,835 100

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State 
Number of
Outlet Centers
 
Square
Feet
 
%
of Square Feet
South Carolina 5
 1,599,024
 12
New York 2
 1,469,865
 11
Georgia 3
 1,121,579
 9
Texas 3
 1,001,357
 8
Pennsylvania 3
 997,741
 8
Michigan 2
 671,539
 5
Delaware 1
 557,404
 4
Alabama 1
 556,677
 4
North Carolina 3
 505,056
 4
New Jersey 1
 489,706
 4
Tennessee 1
 448,355
 3
Ohio 1
 411,793
 3
Arizona 1
 410,783
 3
Florida 1
 351,704
 3
Missouri 1
 329,861
 3
Louisiana 1
 321,066
 3
Mississippi 1
 320,348
 3
Utah 1
 319,661
 2
Connecticut 1
 311,614
 2
Iowa 1
 276,331
 2
New Hampshire 1
 250,107
 2
Maryland 1
 199,425
 2
Total 36
 12,920,996
 100



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The following table summarizes certain information with respect to our existing outlet centers in which we have an ownership interest as of February 1, 2018.December 31, 2021. Except as noted, all properties are fee owned:
LocationLegal Ownership %Square Feet% Occupied
Consolidated Outlet Centers
Deer Park, New York100 739,148 95 
Riverhead, New York (1)
100 729,281 95 
Foley, Alabama100 554,649 92 
Rehoboth Beach, Delaware (1)
100 549,890 94 
Atlantic City, New Jersey (1) (3)
100 487,718 80 
San Marcos, Texas100 471,816 95 
Sevierville, Tennessee (1)
100 447,810 100 
Savannah, Georgia100 429,089 100 
Myrtle Beach Hwy 501, South Carolina100 426,523 98 
Glendale, Arizona (Westgate)100 410,753 100 
Myrtle Beach Hwy 17, South Carolina (1)
100 404,710 100 
Charleston, South Carolina100 386,328 100 
Lancaster, Pennsylvania100 375,883 100 
Pittsburgh, Pennsylvania100 373,863 97 
Commerce, Georgia100 371,408 99 
Grand Rapids, Michigan100 357,127 89 
Fort Worth, Texas100 351,741 100 
Daytona Beach, Florida100 351,721 99 
Branson, Missouri100 329,861 99 
Southaven, Mississippi (2) (3)
50 324,720 100 
Locust Grove, Georgia100 321,082 100 
Gonzales, Louisiana100 321,066 93 
Mebane, North Carolina100 318,886 100 
Howell, Michigan100 314,438 78 
Mashantucket, Connecticut (Foxwoods) (1)
100 311,229 79 
Tilton, New Hampshire100 250,139 81 
Hershey, Pennsylvania100 249,696 100 
Hilton Head II, South Carolina100 206,564 100 
Hilton Head I, South Carolina100 181,687 97 
Blowing Rock, North Carolina100 104,009 100 
Total11,452,835 95 

Location Legal Ownership % Square Feet % Occupied 
Consolidated Outlet Centers       
Deer Park, New York 100
 740,159
 95 
Riverhead, New York (1)
 100
 729,706
 97 
Rehoboth Beach, Delaware (1)
 100
 557,404
 98 
Foley, Alabama 100
 556,677
 99 
Atlantic City, New Jersey (1) (4)
 100
 489,706
 88 
San Marcos, Texas 100
 471,816
 98 
Sevierville, Tennessee (1)
 100
 448,355
 100 
Savannah, Georgia 100
 429,089
 96 
Myrtle Beach Hwy 501, South Carolina 100
 425,334
 93 
Jeffersonville, Ohio 100
 411,793
 93 
Glendale, Arizona (Westgate) 100
 410,783
 98 
Myrtle Beach Hwy 17, South Carolina (1)
 100
 403,339
 99 
Charleston, South Carolina 100
 382,117
 99 
Lancaster, Pennsylvania 100
 377,283
 95 
Pittsburgh, Pennsylvania 100
 372,958
 98 
Commerce, Georgia 100
 371,408
 100 
Grand Rapids, Michigan 100
 357,080
 96 
Fort Worth, Texas 100
 351,741
 94 
Daytona Beach, Florida 100
 351,704
 98 
Branson, Missouri 100
 329,861
 99 
Locust Grove, Georgia 100
 321,082
 97 
Gonzales, Louisiana 100
 321,066
 97 
Southaven, Mississippi (2) (4)
 50
 320,348
 95 
Park City, Utah 100
 319,661
 96 
Mebane, North Carolina 100
 318,886
 99 
Howell, Michigan 100
 314,459
 97 
Mashantucket, Connecticut (Foxwoods) (1)
 100
 311,614
 94 
Williamsburg, Iowa 100
 276,331
 96 
Tilton, New Hampshire 100
 250,107
 94 
Hershey, Pennsylvania 100
 247,500
 96 
Hilton Head II, South Carolina 100
 206,564
 94 
Ocean City, Maryland (1)
 100
 199,425
 98 
Hilton Head I, South Carolina 100
 181,670
 99 
Terrell, Texas 100
 177,800
 96 
Blowing Rock, North Carolina 100
 104,009
 98 
Nags Head, North Carolina 100
 82,161
 87 
Total   12,920,996
 96
(3) 
(1)These properties or a portion thereof are subject to a ground lease.
(2)Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than our legal ownership percentage. We currently receive substantially all the economic interest of the property.
(3)Excludes the occupancy rate at our Fort Worth center which opened during the fourth quarter of 2017 and has not yet stabilized.
(4)Property encumbered by mortgage. See notes 8 and 9 to the consolidated financial statements for further details of our debt obligations.

(1)These properties or a portion thereof are subject to a ground lease.

(2)Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture's cash flow to be greater than our legal ownership percentage. We currently receive substantially all the economic interest of the property.

(3)Property encumbered by mortgage. See Notes 7 and 8 to the consolidated financial statements for further details of our debt obligations.

21
27





LocationLegal Ownership %Square
Feet		%
Occupied
Unconsolidated joint venture properties
Charlotte, North Carolina (1)
50 398,698 99 
Ottawa, Ontario50 357,209 96 
Columbus, Ohio (1)
50 355,245 97 
Texas City, Texas (Galveston/Houston) (1)
50 352,705 95 
National Harbor, Maryland (1)
50 341,156 99 
Cookstown, Ontario50 307,883 93 
Total2,112,896 97 
(1)Property encumbered by mortgage. See Note 5 to the consolidated financial statements for further details of our joint ventures' debt obligations.
Location Legal Ownership % Square Feet % Occupied 
Unconsolidated joint venture properties       
Charlotte, North Carolina (1)
 50
 397,857
 99 
Columbus, Ohio (1)
 50
 355,245
 95 
Ottawa, Ontario 50
 354,978
 94 
Texas City, Texas (Galveston/Houston) (1)
 50
 352,705
 98 
National Harbor, Maryland (1)
 50
 341,156
 98 
Cookstown, Ontario 50
 307,779
 98 
Bromont, Quebec 50
 161,307
 72 
Saint-Sauveur, Quebec (1)
 50
 99,405
 96 
Total   2,370,432
 95 

(1)Property encumbered by mortgage. See Note 6, to the consolidated financial statements for further details of our debt obligations.

Lease Expirations

The following table sets forth, as of February 1, 2018, scheduled lease expirations for our consolidated outlet centers, assuming none of the tenants exercise renewal options:
Year No. of Leases Expiring 
Approx. Square Feet (in 000's)(1) 
 Average Annualized Base Rent per sq. ft 
Annualized Base Rent
   (in 000's)(2)
 % of Gross Annualized Base Rent Represented by Expiring Leases
2018 179
 758
 $25.41
 $19,263
 7
2019 273
 1,154
 24.87
 28,700
 10
2020 311
 1,613
 22.00
 35,489
 12
2021 285
 1,473
 23.13
 34,072
 12
2022 271
 1,226
 25.38
 31,119
 11
2023 200
 1,103
 23.04
 25,417
 9
2024 144
 645
 33.16
 21,389
 7
2025 278
 1,259
 27.55
 34,682
 12
2026 237
 1,002
 26.87
 26,923
 9
2027 143
 708
 24.94
 17,661
 6
2028 and after 77
 674
 19.96
 13,451
 5
  2,398
 11,615
 $24.81
 $288,166
 100
(1)Excludes leases that have been entered into but which tenant has not yet taken possession, vacant suites, space under construction, temporary leases and month-to-month leases totaling in the aggregate approximately 1.3 million square feet.
(2)Annualized base rent is defined as the minimum monthly payments due as of February 1, 2018 annualized, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.


22



Based on current market rental rates, we believe we will achieve overall positive increases in our average rental income for leases expiring in 2018. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase from current levels, if at all.

Base Rents and Occupancy Rates


The following table sets forth our year end occupancy and average annual base rent per square foot during each of the last five calendar years for our consolidated properties:outlet centers:

2021
2020 (2)
201920182017
Occupancy95 %92 %97 %97 %97 %
Average annual base rent per square foot$23.79 $21.10 $25.35 $25.51 $25.81 
(1)Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions divided by the weighted average square feet of the consolidated portfolio.
(2)The decline in the average annual base rent per square foot in 2020 compared to previous years reflects the decline in occupancy from 97% in 2019 to 92% in 2020 and rent modifications primarily due to a number of tenants filing bankruptcy during 2020.


28


  2017 2016 2015 2014 2013
Occupancy 97% 98% 97% 98% 99%
Average annual base rent per square foot (1)
 $25.81
 $26.10
 $25.19
 $23.78
 $22.98
Lease Expirations
(1)Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by United States Generally Accepted Accounting Principles ("GAAP") and the effects of inducements and rent concessions.


The following table sets forth, as of December 31, 2021, scheduled lease expirations for our consolidated outlet centers, assuming none of the tenants exercise renewal options:

YearNo. of Leases Expiring
Approx. Square Feet (in 000's) (1)
Average Annualized Base Rent per sq. ft
Annualized Base Rent
   (in 000's) (2)
% of Annualized Base Rent Represented by Expiring Leases
2022377 1,768 $25.44 $44,970 18 
2023280 1,383 26.95 37,280 16 
2024247 1,123 31.02 34,847 14 
2025248 1,349 27.00 36,416 15 
2026209 1,028 28.41 29,211 12 
2027118 583 31.47 18,359 7 
2028118 770 26.63 20,499 8 
202976 328 30.90 10,142 4 
203049 301 31.01 9,325 4 
203126 133 25.15 3,343 1 
2032 and after10 170 16.47 2,805 1 
1,758 8,936 $27.66 $247,197 100 
(1)Excludes leases that have been entered into but which tenant has not yet taken possession, temporary leases and month-to-month leases totaling in the aggregate approximately 2.4 million square feet of our consolidated outlet centers.
(2)Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents which are based on a percentage of sales in lieu of fixed contractual rents.

Changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases or renewals of existing leases will increase from current levels, if at all.

Expiring leases

The following table sets forth information regarding the expiring leases for our consolidated outlet centers during each of the last five calendar years:

Total ExpiringRenewed by Existing
Tenants
Year (1)
Square Feet
(in 000's)
% of
Total Outlet Center Square Feet (2)
Square Feet
(in 000's)		% of
Expiring Square Feet
20211,728 15 1,359 79 
20201,526 13 1,096 72 
20191,320 11 1,020 77 
20181,742 13 1,418 81 
20171,549 12 1,296 84 
(1)Excludes data for properties sold in each respective year.
(2)Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year.

29
  Total Expiring 
Renewed by Existing
Tenants
Year 
Square Feet
(in 000's)
 
% of
Total Outlet Center Square Feet (1)
 
Square Feet
(in 000's)
 
% of
Expiring Square Feet
2017(2)
 1,549
 12 1,296
 84
2016(3)
 1,440
 12 1,223
 85
2015(4)
 1,532
 13 1,282
 84
2014(5)
 1,613
 14 1,241
 77
2013 1,950
 18 1,574
 81

(1)Represents the percentage of total square footage at the beginning of each year that is scheduled to expire during the respective year.
(2)Excludes Westbrook outlet center, which was sold in 2017.
(3)Excludes Fort Myers outlet center, which was sold in 2016.
(4)Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
(5)Excludes the Lincoln City outlet center, which was sold in 2014.


23




Leasing activity

In 2021, we revised our rent spread presentation from a commenced basis to executed basis and we are presenting it for comparable space. Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space). We believe that this presentation provides additional information and improves comparability to other retail REITs. Prior period results have been revised to conform with the current period presentation.

The following table sets forth the weighted average base rental rate increases per square foot on a straight-line basis (includes periodic, contractual fixed rent increases)leasing activity for our consolidated outlet centers upon re-leasing stores that were turned over or renewed during each of the last five calendar years:years for comparable space for executed leases for consolidated outlet centers.(1)
Renewals of Existing LeasesStores Re-leased to New Tenants
Initial Rent (2)
Initial Rent (2)
($ per sq. ft.)($ per sq. ft.)
YearSquare Feet
(in 000's)		New

Rent
Spread %(3)
Square Feet
(in 000's)		New

Rent
Spread %(3)
2021978 $31.08 — 192 $29.27 (4)
20201,077 $22.90 (8)91 $30.02 (5)
2019967 $25.36 (7)385 $28.34 (21)
20181,381 $30.57 (1)299 $36.92 17 
20171,570 $29.21 (1)210 $36.91 — 
  Renewals of Existing Leases 
Stores Re-leased to New Tenants (1)
    Average Annualized Base Rent   Average Annualized Base Rent
    ($ per sq. ft.)   ($ per sq. ft.)
Year 
Square Feet
(in 000's)
 Expiring New 
%
Increase
 
Square Feet
(in 000's)
 Expiring New % Increase
2017(2)(3)
 1,261
 $28.21
 $30.65
 9 413
 $30.46
 $33.24
 9
2016 (2)(4)
 1,187
 27.44
 32.26
 18 384
 32.15
 42.84
 33
2015(5)
 1,282
 21.77
 26.06
 20 444
 24.33
 31.48
 29
2014(6)
 1,241
 19.97
 23.38
 17 470
 24.20
 32.93
 36
2013 1,574
 20.09
 23.96
 19 510
 22.19
 30.57
 38

(1)The square footage released to new tenants for 2017, 2016, 2015, 2014, and 2013 contains 107,000, 93,000 149,000, 207,000, and 224,000, respectively, that was released to new tenants upon expiration of an existing lease during the respective year.
(2)Includes both minimum base rent and common area maintenance rents.
(3)Excludes Westbrook outlet center, which was sold in 2017.
(4)Excludes Fort Myers outlet center, which was sold in 2016 and includes the Westgate and Savannah outlet centers, which are both now consolidated due to the acquisition of the other joint venture partners' interests during 2016 .
(5)Excludes the outlet centers in Kittery I & II, Tuscola, West Branch, and Barstow, which were sold during 2015.
(6)Excludes the Lincoln City outlet center, which was sold in 2014.

(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective calendar year and excludes license agreements, seasonal tenants and month-to-month leases.
(2)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(3)Represents change in initial and expiring cash rent (base rent and CAM). See above for a description of the change in calculation from prior periods.

Occupancy Costs


We believe that our ratio of average tenant occupancy cost (which includes base rent, common area maintenance, real estate taxes, insurance, advertising and promotions) to average sales per square foot is low relative to other forms of retail distribution. The following table sets forth for tenants that report sales, for each of the last five calendar years, tenant occupancy costs per square foot as a percentage of reported tenant sales per square foot for our consolidated outlet centers:


YearOccupancy Costs as a
% of Tenant Sales
20218.1 
2020
N/A (1)
201910.0 
20189.9 
201710.0 
(1)As a result of the COVID-19 pandemic, retailers stores were closed for much of the second quarter of 2020 due to mandates by order of local and state authorities. Given the fewer than twelve months of sales reported by our tenants for 2020, an average tenant occupancy cost is not provided for this period.

As of December 31, 2021, our occupancy cost was reduced to 8.1%. The decrease in occupancy costs compared to the previous 5 years is primarily due to the strong rebound in sales in the 2021 period, but has also been impacted favorably by the significant amount of stores permanently closing in our portfolio during 2019 and 2020, as a result of bankruptcies and brand-wide restructurings, which generally had occupancy costs higher than the portfolio average.
30
Year 
Occupancy Costs as a
% of Tenant Sales
2017 10.0
2016 9.9
2015 9.3
2014 8.9
2013 8.6



24




Tenants

The following table sets forth certain information for our consolidated outlet centers with respect to our ten25 largest tenants and their store conceptsbased on total annualized base rent as of February 1, 2018:
December 31, 2021 (1) :
Tenant Number of Stores Square Feet % of Total Square Feet
The Gap, Inc.:      
Old Navy 30
 437,584
 3.4
GAP 34
 315,134
 2.4
Banana Republic 33
 269,930
 2.1
  97
 1,022,648
 7.9
Ascena Retail Group, Inc.:      
Dress Barn 28
 225,298
 1.7
Loft 31
 204,535
 1.6
Ann Taylor 24
 154,291
 1.2
Lane Bryant 24
 121,663
 0.9
Justice 26
 112,752
 0.9
Maurice's 12
 58,561
 0.5
  145
 877,100
 6.8
Nike, Inc.:      
Nike 30
 422,279
 3.3
Converse 13
 43,772
 0.3
Hurley 1
 2,133
 *
  44
 468,184
 3.6
PVH Corp.:      
Tommy Hilfiger 31
 233,074
 1.8
Van Heusen 24
 97,599
 0.8
Calvin Klein, Inc. 12
 79,435
 0.6
  67
 410,108
 3.2
H&M Group:      
H&M 19
 407,342
 3.2
  19
 407,342
 3.2
       
Ralph Lauren Corporation:      
Polo Ralph Lauren 31
 340,768
 2.6
Polo Children 4
 20,607
 0.2
Polo Ralph Lauren Big & Tall 2
 9,230
 0.1
Lauren Ralph Lauren 1
 6,250
 *
  38
 376,855
 2.9
V. F. Corporation:      
VF Outlet 10
 183,639
 1.4
Nautica 10
 49,078
 0.4
The North Face 7
 51,445
 0.4
Timberland 8
 41,426
 0.3
Vans 9
 37,702
 0.3
  44
 363,290
 2.8
       
G-III Apparel Group, Ltd.:      
Bass 29
 165,562
 1.3
Wilson's Leather 31
 116,148
 0.9
DKNY Donna Karan New York 2
 7,000
 0.1
  62
 288,710
 2.3
       
Carter's Inc.:      
OshKosh B'Gosh 30
 123,943
 0.9
Carter's 32
 143,563
 1.1
  62
 267,506
 2.0
Under Armour, Inc.:      
Under Armour 30
 247,374
 1.9
Under Armour Kids 3
 10,022
 0.1
  33
 257,396
 2.0
       
Total of all tenants listed in table 611

4,739,139

36.7

* Less than 0.1%.
TenantBrands# of
Stores		Gross Leasable Area (GLA)% of
Total GLA
% of Total Annualized Base Rent (2)
The Gap, Inc.Gap, Banana Republic, Old Navy83 881,942 7.7 %6.1 %
Premium Apparel, LLC; The Talbots, Inc.LOFT, Ann Taylor, Lane Bryant, Talbots77 426,970 3.7 %4.2 %
SPARC GroupAéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brands, Nautica75 461,640 4.0 %4.2 %
PVH Corp.Tommy Hilfiger, Van Heusen, Calvin Klein40 298,803 2.6 %3.6 %
Tapestry, Inc.Coach, Kate Spade, Stuart Weitzman47 223,813 2.0 %3.4 %
Under Armour, Inc.Under Armour, Under Armour Kids29 228,931 2.0 %3.2 %
American Eagle Outfitters, Inc.American Eagle Outfitters, Aerie41 279,833 2.4 %3.1 %
Nike, Inc.Nike, Converse, Hurley31 370,448 3.2 %2.7 %
Columbia Sportswear CompanyColumbia Sportswear23 183,484 1.6 %2.5 %
Adidas AGAdidas, Reebok32 206,425 1.8 %2.3 %
Capri Holdings LimitedMichael Kors, Michael Kors Men’s27 137,486 1.2 %2.3 %
Carter’s, Inc.Carters, OshKosh B Gosh40 177,045 1.5 %2.3 %
Hanesbrands Inc.Hanesbrands, Maidenform, Champion34 169,877 1.5 %2.1 %
Ralph Lauren CorporationPolo Ralph Lauren, Polo Children, Polo Ralph Lauren Big & Tall32 350,331 3.1 %2.1 %
Rack Room Shoes, Inc.Rack Room Shoes26 193,632 1.7 %2.0 %
Skechers USA, Inc.Skechers28 154,913 1.4 %2.0 %
Signet Jewelers LimitedKay Jewelers, Zales, Jared Vault45 103,260 0.9 %2.0 %
V. F. CorporationThe North Face, Vans, Timberland, Dickies, Work Authority27 143,207 1.2 %1.9 %
Express Inc.Express Factory24 168,000 1.5 %1.8 %
Chico’s, FAS Inc.Chicos, White House/Black Market, Soma Intimates37 107,287 0.9 %1.8 %
H & M Hennes & Mauritz LP.H&M18 385,321 3.4 %1.8 %
Luxottica Group S.p.A.Sunglass Hut, Oakley, Lenscrafters52 76,178 0.7 %1.7 %
Levi Strauss & Co.Levi's27 111,510 1.0 %1.6 %
Caleres Inc.Famous Footwear, Allen Edmonds27 152,156 1.3 %1.6 %
Rue 21Rue 2119 114,559 1.0 %1.4 %
Total of Top 25 tenants941 6,107,051 53.3 %63.7 %

(1)Excludes leases that have been entered into but for which the tenant has not yet taken possession, temporary leases and month-to-month leases. Includes all retail concepts of each tenant group for consolidated outlet centers; tenant groups are determined based on leasing relationships.
(2)Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents that are based on a percentage of sales in lieu of fixed contractual rents.

25
31





Significant PropertiesProperty


The Deer Park, New York outlet center is the only property that comprises 10% or more of our consolidated total assets. No property comprises more than 10% of our consolidated revenues.


Tenants at the Deer Park outlet center principally conduct retail sales operations. The following table shows occupancy and certain base rental information related to this property as of December 31, 2017, 2016,2021, 2020 and 2015:2019:
Deer ParkSquare Feet202120202019
Outlet Center Occupancy739,148 95 %89 %99 %
Average base rental rates per weighted average square foot (1)
$31.99$19.25$34.41
Deer Park Square Feet 2017 2016 2015
Outlet Center Occupancy 749,074
 95% 97% 95%
         
Average base rental rates per weighted average square foot (1)
   $31.64
 $30.24
 $30.34
(1)Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by GAAP and the effects of inducements and rent concessions divided by the weighted average square feet of the Deer Park Outlet Center.
(1)Average annual base rent per square foot is calculated based on base rental revenues recognized during the year on a straight-line basis including non-cash adjustments to base rent required by GAAP and the effects of inducements and rent concessions.


The increase in the average annual base rent per square foot in 2021 compared to 2020 reflects the increase in occupancy from 89% in 2020 to 95% in 2021 and temporary rent modifications primarily due to a number of tenants filing bankruptcy during 2020.

Depreciation on the outlet centers is computed on the straight-line basis over the estimated useful lives of the assets. We generally use estimated lives ranging fromup to 33 years for buildings, 15 years for land improvements and 7 years for equipment. Expenditures for ordinary repairs and maintenance are charged to operations as incurred while significant renovations and improvements, including tenant finishing allowances, which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life. Real estate taxes assessed on this outlet center during 20172021 amounted to $4.6$5.3 million. Real estate taxes for 20182022 are estimated to be approximately $4.9$5.6 million.


The following table sets forth, as of February 1, 2018,December 31, 2021, scheduled lease expirations for the Deer Park outlet center assuming that none of the tenants exercise renewal options:
Year
No. of
Leases
Expiring (1)
Square Feet
(in 000's) (1)
Annualized
Base Rent
per Square Foot
Annualized
Base Rent
    (in 000's) (2)
% of Gross
Annualized
Base Rent
Represented
by Expiring
Leases
202211 40 $38.81 $1,542 8 
202313 84 31.96 2,678 14 
202415 135 34.63 4,674 24 
20255 24 32.66 781 4 
20266 17 49.64 847 4 
20274 15 44.48 687 4 
202810 105 42.88 4,491 23 
20297 21 44.19 934 5 
20304 28 42.60 1,214 6 
20312 5 36.94 182 1 
2032 and after1 85 14.88 1,268 7 
Total78 559 $34.50 $19,298 100 %
(1)Excludes leases that have been entered into but for which the tenant has not taken possession, vacant suites, temporary leases and month-to-month leases totaling in the aggregate approximately 180,000 square feet.
(2)Annualized base rent is defined as the minimum monthly payments due as of the end of the reporting period annualized, excluding periodic contractual fixed increases. Includes rents that are based on a percentage of sales in lieu of fixed contractual rents.
32

Year 
No. of
Leases
Expiring (1)
 
Square Feet
(in 000's) (1)
 
Annualized
Base Rent
per Square Foot
 
Annualized
Base Rent
    (in 000's) (2)
 
% of Gross
Annualized
Base Rent
Represented
by Expiring
Leases
2018 19
 103
 $32.78
 $3,376
 16
2019 18
 68
 45.97
 3,126
 15
2020 6
 21
 45.86
 963
 4
2021 10
 54
 49.04
 2,648
 12
2022 3
 11
 32.00
 352
 2
2023 6
 80
 20.20
 1,616
 7
2024 8
 75
 31.31
 2,348
 11
2025 6
 26
 22.00
 572
 3
2026 6
 17
 25.41
 432
 2
2027 6
 19
 37.21
 707
 3
2028 and thereafter 8
 204
 26.57
 5,421
 25
Total 96
 678
 $31.80
 $21,561
 100%
(1)
Excludes leases that have been entered into but which tenant has not taken possession, vacant suites, temporary leases and month-to-month leases totaling in the aggregate approximately 62,000 square feet.
(2)
Annualized base rent is defined as the minimum monthly payments due as of February 1, 2018, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.


26




ITEM 3.LEGAL PROCEEDINGS
ITEM 3.LEGAL PROCEEDINGS


The Company and the Operating Partnership are, from time to time, engaged in a variety of legal proceedings arising in the normal course of business. Although the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of such proceedings will not have a material adverse effect on our results of operations or financial condition.


ITEM 4.MINE SAFETY DISCLOSURES

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.


Information about the Executive Officers of Tanger Factory Outlet Centers, Inc.


The following table sets forth certain information concerning the Company's executive officers. The Operating Partnership does not have executive officers:
NAMEAGEPOSITION
Steven B. Tanger6973Executive Chair of the Board
Stephen J. Yalof59Director, President and Chief Executive Officer
Thomas E. McDonoughJames F. Williams5957Executive Vice President - PresidentChief Financial Officer and Chief Operating OfficerTreasurer
Chad D. Perry4649Executive Vice President - General Counsel and Secretary
James F. WilliamsLeslie A. Swanson5351SeniorExecutive Vice President - Chief FinancialOperating Officer
Lisa J. MorrisonJustin C. Stein5842SeniorExecutive Vice President - Leasing
Carrie A. WarrenAndrew R. Wingrove5539SeniorExecutive Vice President - Chief MarketingCommercial Officer
Virginia R. Summerell59Senior Vice President of Finance - Treasurer and Assistant Secretary
Charles A. Worsham46Senior Vice President - Construction and Development
Thomas J. Guerrieri Jr.45Vice President - Chief Accounting Officer and Controller


The following is a biographical summary of the experience of our executive officers:


Steven B. Tanger. Mr. Tanger is a directorhas served as Executive Chair of the Board since January 1, 2021 and Director of the Company and hassince May 13, 1993. Mr. Tanger previously served as Chief Executive Officer since January 2009. Previously, Mr. Tanger served asfrom May 2017 to December 2020. President and Chief Executive Officer from January 2009 to May 2017,2017. President and Chief Operating Officer from January 1995 to December 2008,2008; and Executive Vice President from 1986 to December 1994. He has been with Tanger related companies for most of his professional career, having served as Executive Vice President of Tanger/Creighton for 10 years. Mr. Tanger is a graduateformer Trustee of the UniversityInternational Council of North Carolina at Chapel HillShopping Centers (ICSC); a former Director of The Fresh Market, a member of the Real Estate Roundtable and a Director and Member of the Stanford University SchoolExecutive Committee of Business Executive Program.the National Association of Real Estate Investment Trusts (NAREIT). Mr. Tanger provides an insider’sinsider's perspective in Board discussions about the business and strategic direction of the Company and has experience in all aspects of the Company’sCompany's business.


Thomas E. McDonough. Stephen J. Yalof.Mr. McDonough was namedYalof has served as a director of the Company since July 20, 2020. President and Chief Executive Officer since January 2021. Mr. Yalof joined the Company in April 2020 as President and Chief Operating Officer, bringing with him over 25 years of experience in the commercial real estate industry, with a primary focus on the retail space. He oversees the operations of the executive and senior leadership teams, emphasizing evolving the customer shopping experience. Prior to joining the Company, Mr. Yalof served as the Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc., a commercial real estate company and mall operator, from September 2014 to April 2020, where he drove forward the expansion and development of their real estate portfolio. He previously served as Senior Vice President of Real Estate for Ralph Lauren Corporation and Senior Director of Real Estate for The Gap, Inc. Mr. Yalof serves as a Trustee of the International Council of Shopping Centers (ICSC), as well as on the advisory boards of HeadCount and the Center for Real Estate & Urban Analysis (CREUA) at George Washington University, his alma mater, where he earned a B.S. in Business Administration. Mr. Yalof provides insight into the Company's operations and strategy as well as extensive experience in the real estate and retail industries.







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James F. Williams. Mr. Williams is the Company’s Executive Vice President - Chief Financial Officer and Treasurer. Mr. Williams has served as Executive Vice President since May 2017. He2018, Chief Financial Officer since May 2016 and Treasurer since May 2021. Mr. Williams joined the Company in August 2010September 1993, served as Executive Vice President of Operations and was named Executive Vice PresidentController from January 1995 to March 2015 and Chief OperatingAccounting Officer in August 2011. Previously,from March 2013 to May 2016. Prior to joining the Company, he was the Co-Founder and PrincipalFinancial Reporting Manager of MHF Real Estate Group, a real estate asset management firm, from September 2009 to August 2010. He served as Chief Investment Officer and was a member of the Investment Committee at Equity One,Guilford Mills, Inc. from July 2007April 1991 to April 2009. From April 2006 to July 2007, Mr. McDonough was a partner at Kahl & Goveia,September 1993 and from February 1997 to April 2006, he was employed by Regency Centers Corp., and its predecessor, Pacific Retail Trust, as the national director of acquisitions and dispositions. Previously,Arthur Andersen from July 19841987 to January 1997,1991. Mr. McDonough served in various capacities, including partner and principal, with Trammell Crow Company. Mr. McDonough has supervisory responsibility over the senior officers that overseeWilliams is responsible for the Company's operations, constructionfinancial reporting, accounting, tax, capital markets, financial planning and development, leasinganalysis and marketinginformation systems functions. Mr. McDonoughHe is a graduate of Stanfordthe University of North Carolina at Chapel Hill and holds an MBA degree from Harvard Business School.is a certified public accountant.



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Chad D. Perry. Mr. Perry joined the Company in December 2011 as Executive Vice President - General Counsel and was named Secretary in May 2012. He was Executive Vice President and Deputy General Counsel of LPL Financial Corporation from May 2006 to December 2011. Previously, he was Senior Corporate Counsel of EMC Corporation. Mr. Perry began his legal career with international law firm Ropes & Gray LLP. His responsibilities include corporate governance, compliance, and other legal matters, as well as management of outside counsel relationships and the Company's in house legal department. Mr. Perry is a graduate of Princeton University, and earned a J.D. from Columbia University, where he was a Harlan Fiske Stone Scholar. He is a member of both the Massachusetts and California bar associations.


James F. Williams. Mr. WilliamsLeslie A. Swanson. Ms. Swanson was named SeniorExecutive Vice President -– Chief FinancialOperating Officer in May 2016. HeDecember 2021. She joined the Company in September 1993,October 2020 as Executive Vice President of Operations, bringing over 25 years of experience in shopping center operations, management and marketing and a reputation as a proven team leader, revenue generator, and thought leader. Previously, she served as Controller from January 1995 to March 2015 and Chief Accounting Officer from March 2013 to May 2016. He was also named AssistantExecutive Vice President of Property Management for Simon Premium Outlets from 2016 to 2020 where she oversaw 8 straight years of NOI growth and added 12 new and 15 expanded centers to that portfolio over the same period. Ms. Swanson has direct oversight of the Company’s Operations, Marketing Partnerships, and Specialty Leasing disciplines and is responsible for creating new revenue levers that complement Tanger’s core business, strengthening revenue generation and operating capacities at all levels throughout Tanger. She is a graduate of Illinois State University, where she earned her Bachelor of Arts and Science degree in January 1997,Public Relations and Organizational Communication Psychology.

Justin C. Stein. Mr. Stein joined the Company in October 2021 as Executive Vice President in April 2004, and Senior Vice President in February 2006.- Leasing. Prior to joining the Company, Mr. Williams was the Financial Reporting Manager of Guilford Mills, Inc. from April 1991 to September 1993 and was employed by Arthur Andersen from 1987 to 1991. He is responsible for the Company's financial reporting processes,he served as well as supervisory responsibility over the senior officers that oversee the Company's accounting, finance, investor relations and information systems functions. Mr. Williams is a graduate of the University of North Carolina at Chapel Hill and is a certified public accountant.

Lisa J. Morrison. Ms. Morrison was named Senior Vice President - Leasing in August 2004. Previously, she held the positions of Vice President - Leasing from May 2001 to August 2004, Assistant Vice President of Leasing from August 2000at Simon Property Group for 10 years. A consistent top producer and key member of their leadership team, Justin’s innovative approach to May 2001deal making and relationship-driven mentality has made him one of the most respected and productive persons in the industry. He also has more than eight years of experience in the retail brokerage industry as a Managing Director of Leasing from April 1999 until August 2000. Prior to joining the Company, Ms. Morrison was employed by the Taubman CompanyRetail for Newmark, CBRE and Trizec Properties, Inc. where she served as a leasing agent. Previously, she was a directorCushman & Wakefield, all of leasing for Nelson Ross Properties. Herwhich are commercial real estate companies. Justin’s major responsibilities include managing the leasing strategies for ourTanger’s operating properties, as well as expansions and new developments. SheHe also oversees the leasing personnel and the merchandising and occupancy for Tanger properties. Ms. MorrisonJustin is a graduate of Bryant University where he earned a B.S. in Computer Information Systems. He also earned a Master’s of Science, Information Systems from Stevens Institute of Technology.

Andrew R. Wingrove. Mr. Wingrove joined the UniversityCompany as Executive Vice President - Chief Commercial Officer in December 2021, bringing over 15 years of Detroitexperience across consumer brands. Focused on Tanger’s transformation from a real estate company to a customer experience company, he is responsible for modernizing the customer experience and holdscultivating a more digitally native community to further enhance the Company’s competitive advantage. In his role, Mr. Wingrove oversees commercial and digital strategy, loyalty, performance marketing, customer experience and brand. He is a customer-centric, commercially-oriented marketer who most recently was at CLEAR, an MA degree from Michigan State University.
Virginia R. Summerell. Ms. Summerell was namedidentity verification technology company and served as Senior Vice President of Finance - Treasurer and Assistant Secretary of the Company in May 2011. Since joining the Company in August 1992, she has held various positions including Vice President, Treasurer, Assistant Secretary and Director of Finance. Her major responsibilities include oversight of corporate and project finance transactions, developing and maintaining banking relationships, management of treasury systemsfor Travel and the supervision of the Company's credit department. PriorGM Aviation from October 2020 to joining the Company, sheAugust 2021, was Chief Experience Officer at Bonobos from September 2018 to September 2019, was a Managing Director at Delta Air Lines from August 2016 to August 2018, and prior served as a Vice Presidentsenior merchant at Macy’s. At Delta, Mr. Wingrove led the development of its product segmentation strategy and in other capacities at Bank of Americaoversaw the Global Distribution and its predecessors in Real Estate and Corporate LendingCustomer Experience Development functions for nine years. Ms. Summerellthe airline. He is a graduate of Davidson College and holds an MBA from Wake ForestEmory University, Babcock School of Business.

Carrie A. Warren. Ms. Warren was named Senior Vice President - Chief Marketing Officer in January 2012. Previously, she held the positions of Senior Vice President - Marketing from May 2000 to January 2012, Vice President - Marketing from September 1996 to May 2000 and Assistant Vice President - Marketing from December 1995 to September 1996. Prior to joining Tanger, Ms. Warren was with Prime Retail, L.P. for 4 years where she served as Regional Marketing Director responsible for coordinating and directing marketing for five outlet centers in the southeast region. Previously, Ms. Warren was Marketing Manager for North Hills, Inc. for five years and also served in the same role for the Edward J. DeBartolo Corp. for two years. Her major responsibilities include managing the Company's marketing department and developing and overseeing implementation of all corporate and field marketing programs. Ms. Warren is a graduate of East Carolina University.

Charles A. Worsham. Mr. Worsham was named Senior Vice President - Construction and Development in May 2014 and previously held the position of Vice President - Development since April 2011. Prior to joining the Company, Mr. Worsham was employed by DDR Corp. for 8 years where he served as Vice Presidentearned a Bachelor of Development from 2006 to 2010 and Development Director from 2003 to 2006 with a focus on executing the redevelopment and expansion program. From 1999 to 2003, Mr. Worsham served as Real Estate and Development Manager for Intown Suites, Inc. where he managed the development of hotel properties in various geographic regions. His major responsibilities include implementing the Company's real estate development program and oversight of construction personnel. Mr. Worsham is a graduate of Tennessee Technological University and holds an MBAArts degree in Real Estate from Georgia State University.Economics.







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34





Thomas J. Guerrieri Jr. Mr. Guerrieri was named Vice President, Chief Accounting Officer and Controller in May 2017. Previously, he served as Vice President and Controller from January 2016 to May 2017, Vice President, Financial Reporting from January 2008 to January 2016, Assistant Vice President, Financial Reporting from August 2005 to January 2008, and Director of Financial reporting from since joining the Company in August 2000 to August 2005. Mr. Guerrieri began his career with PricewaterhouseCoopers LLP where he was employed from August 1995 to August 2000. His major responsibilities include oversight and supervision of the Company's accounting and financial reporting functions. Mr. Guerrieri is a graduate of the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill and holds a master's degree in accounting and a bachelor's degree in business administration. Mr. Guerrieri is also a certified public accountant.

PART II


ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Tanger Factory Outlet Centers, Inc. Market Information


The common shares commenced trading on the New York Stock Exchange on May 28, 1993. The following table sets forth the high and low sales prices of theOur common shares as reportedare listed on the New York Stock Exchange Composite Tape, duringwith the periods indicated:ticker symbol "SKT".

2017 High Low Common Dividends Paid 
First Quarter $37.34
 $30.98
 $0.3250
 
Second Quarter 33.68
 24.71
 0.3425
 
Third Quarter 27.88
 23.06
 0.3425
 
Fourth Quarter 26.73
 21.81
 0.3425
 
Year 2017 $37.34
 $21.81
 $1.3525
 
        
2016 High Low Common Dividends Paid 
First Quarter $36.51
 $29.46
 $0.2850
 
Second Quarter 40.22
 33.71
 0.3250
 
Third Quarter 42.20
 38.01
 0.3250
 
Fourth Quarter 38.77
 32.71
 0.3250
 
Year 2016 $42.20
 $29.46
 $1.2600
 


Holders


As of February 1, 2018,2022, there were approximately 413356 common shareholders of record.


Share Repurchases


OnIn May 19, 2017, we announced that our2021, the Company’s Board of Directors authorized the repurchase of up to $125$80.0 million of the Company’s outstanding shares through May 31, 2023. This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021. In June 2020, we amended our outstanding common shares as market conditions warrant overdebt agreements primarily to improve future covenant flexibility and such amendments included a period commencingprohibition on May 19, 2017share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”). The Company temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 and expiringending on May 18, 2019.June 30, 2021 in light of the Repurchase Covenant. On July 1, 2021, the Repurchase Covenant expired. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated stockshare repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares subsequent to the authorization of the repurchase plan. The remaining amount authorized to be repurchased under the program as of December 31, 2021 was approximately $80.0 million.



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The following table summarizes our common share repurchases for the fiscal quarter ended December 31, 2017:2021:

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsApproximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
October 1, 2021 to October 31, 2021— $— — $80.0 
November 1, 2021 to November 30, 2021— — — 80.0 
December 1, 2021 to December 31, 2021— — — 80.0 
Total— $— — $80.0 

For certain restricted common shares that vested during the three months ended December 31, 2021, we withheld shares with value equivalent up to the employees' obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld upon vesting was approximately 18,560 for the three months ended December 31, 2021.
35

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs 
Approximate dollar value of shares that may yet be purchased under the plans or programs
(in millions)
October 1, 2017 to October 31, 2017 —
 $—
 —
 $75.7
November 1, 2017 to November 30, 2017 —
 —
 —
 75.7
December 1, 2017 to December 31, 2017 —
 —
 —
 75.7
Total —
 $—
 —
 $75.7


Dividends


The Company operates in a manner intended to enable it to qualify as a REIT under the Internal Revenue Code, or the Code. A REIT is required to distribute at least 90% of its taxable income to its shareholders each year. We intend to continue to qualify as a REIT and to distribute substantially all of our taxable income to our shareholders through the payment of regular quarterly dividends. Certain of our debt agreements limit the payment of dividends such that dividends shall not exceed funds from operations ("FFO"), as defined in the agreements, for the prior fiscal year on an annual basis or 95% of FFO on a cumulative basis. Given the uncertainty related to the pandemic’s near and potential long-term impact, in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $35.0 million in cash per quarter and preserve our balance sheet strength and flexibility. Beginning in January 2021, the Board reinstated dividend distributions and paid dividends on a quarterly basis for the year ended December 31, 2021. On January 13, 2022, the Board declared a dividend of $0.1825 per share paid in February 2022. The Board continues to evaluate the potential for future dividend distributions on a quarterly basis. We were in compliance with REIT taxable income distribution requirements for the 2021 tax year.


Securities Authorized for Issuance under Equity Compensation Plans


The information required by this Item is set forth in Part III, Item 12 of this document.


Performance Graph


The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Commission,SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Act, or the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.


The following share price performance chart compares our performance to thean index of USU.S. equity REITs and USan index of U.S. retail REITs, both prepared by SNL Financial.S&P Global Market Intelligence.


Equity REITs are defined as those that derive more than 75% of their income from equity investments in real estate assets. The SNL equityDow Jones U.S. Real Estate Retail index includes all publicly traded retail REITs (including malls, shopping centersis designed to track the performance of real estate investment trusts (REIT) and other retail REITs) listed on the New York Stock Exchange, NYSE MKT (formerly known as the American Stock Exchange), NASDAQ National Market Systemcompanies that invest directly or the OTC Market Group.indirectly in real estate through development, management, or ownership, including property agencies.


All share price performance assumes an initial investment of $100 at the beginning of the period and assumes the reinvestment of dividends. Share price performance, presented for the five years ended December 31, 2017,2021, is not necessarily indicative of future results.


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36





skt-20211231_g1.jpg

Period Ended
Index12/31/201612/31/201712/31/201812/31/201912/31/202012/31/2021
Tanger Factory Outlet Centers, Inc.100.00 77.70 62.95 49.52 36.01 72.60 
Dow Jones Equity All REIT Index (1)
100.00 108.69 104.23 134.18 127.76 180.39 
Dow Jones U.S. Real Estate Retail Index (1)
100.00 93.74 84.51 89.40 57.02 89.37 
(1)In the 2020, we were using the SNL US REIT Equity and SNL US REIT Retail indexes, These indexes were retired in August 2021 and we now are using comparable replacement indexes.
37

   Period Ended
Index12/31/2012
 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017
Tanger Factory Outlet Centers, Inc.100.00
 95.99
 113.83
 104.55
 118.51
 92.08
SNL US REIT Equity100.00
 103.72
 132.24
 135.89
 147.96
 159.94
SNL US REIT Retail100.00
 103.15
 131.84
 137.26
 138.66
 131.76


Tanger Properties Limited Partnership Market Information


There is no established public trading market for the Operating Partnership's common units. As of December 31, 2017,2021, the Company'sCompany and its wholly-owned subsidiaries, Tanger GP Trust andsubsidiary, Tanger LP Trust, owned 94,560,536104,084,734 units of the Operating Partnership and the Non-Company LPs owned 4,995,4334,761,559 units. We made distributions per common unit during 2017 and 20162021 as follows:
  2017 2016
First Quarter $0.3250
 $0.285
Second Quarter 0.3425
 0.325
Third Quarter 0.3425
 0.325
Fourth Quarter 0.3425
 0.325
Distributions per unit $1.3525
 $1.260



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ITEM 6.SELECTED FINANCIAL DATA (TANGER FACTORY OUTLET CENTERS, INC.)

The following data should be read in conjunction with our consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K:
  2017 2016 2015 2014 2013
  (in thousands, except per share and outlet center data)
OPERATING DATA          
Total revenues $488,234
 $465,834
 $439,369
 $418,558
 $384,819
Operating income 160,723
 151,277
 144,461
 131,863
 127,705
Net income(1)(2)(3)(4)(5)
 71,876
 204,329
 222,168
 78,152
 113,321
Net income available to common shareholders(1)(2)(3)(4)(5)
 66,793
 191,818
 208,792
 72,139
 106,431
SHARE DATA          
Basic:          
Net income available to common
shareholders(1)(2)(3)(4)(5)
 $0.71
 $2.02
 $2.20
 $0.77
 $1.14
Weighted average common shares 94,506
 95,102
 94,698
 93,769
 93,311
Diluted:          
Net income available to common
shareholders(1)(2)(3)(4)(5)
 $0.71
 $2.01
 $2.20
 $0.77
 $1.13
Weighted average common shares 94,522
 95,345
 94,759
 93,839
 94,247
Common dividends (6)
 $1.3525
 $1.2600
 $1.3050
 $0.9450
 $0.8850
BALANCE SHEET DATA          
Real estate assets, before depreciation $3,088,470
 $2,965,907
 $2,513,217
 $2,263,603
 $2,249,819
Total assets 2,540,105
 2,526,214
 2,314,825
 2,085,534
 1,995,638
Debt 1,763,651
 1,687,866
 1,551,924
 1,431,068
 1,317,231
Total equity 612,302
 705,441
 606,032
 523,886
 557,595
CASH FLOW DATA          
Cash flows provided by (used in):          
Operating activities $253,159
 $239,316
 $220,755
 $188,771
 $187,486
Investing activities (117,545) (45,501) (221,827) (188,588) (174,226)
Financing activities (141,679) (203,467) 6,854
 1,977
 (7,072)
OTHER DATA          
Square feet open:          
Consolidated 12,930
 12,710
 11,746
 11,346
 11,537
Partially-owned (unconsolidated) 2,370
 2,348
 2,747
 2,606
 1,719
Number of outlet centers:          
Consolidated 36
 36
 34
 36
 37
Partially-owned (unconsolidated) 8
 8
 9
 9
 7
2021
(1)First QuarterFor the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
$0.1775 
(2)Second QuarterFor the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sale of our Fort Myers, Florida outlet center and the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
0.1775 
(3)Third QuarterFor the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
0.1775 
(4)Fourth QuarterFor the year ended December 31, 2014, net income includes a $7.5 million gain on the sale of our Lincoln City outlet center and a $13.1 million loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
0.1825 
(5)Distributions per unitFor the year ended December 31, 2013, net income includes a $26.0 million gain on our previously held interest in Deer Park upon the acquisition of an additional one-third interest in August 2013.
$0.7150 
(6)For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.



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38



ITEM 6.[RESERVED]


39


ITEM 6.SELECTED FINANCIAL DATA (TANGER PROPERTIES LIMITED PARTNERSHIP)

The following data should be read in conjunction with our consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K:

  2017 2016 2015 2014 2013
  (in thousands, except per unit and outlet center data)
OPERATING DATA          
Total revenues $488,234
 $465,834
 $439,369
 $418,558
 $384,819
Operating income 160,723
 151,277
 144,461
 131,863
 127,705
Net income(1)(2)(3)(4)(5)
 71,876
 204,329
 222,168
 78,152
 113,321
Net income available to common unitholders(1)(2)(3)(4)(5)
 70,402
 202,103
 220,118
 76,175
 112,071
UNIT DATA          
Basic:          
Net income available to common unitholders(1)(2)(3)(4)(5)
 $0.71
 $2.02
 $2.21
 $0.77
 $1.14
Weighted average common units 99,533
 100,155
 99,777
 98,883
 98,193
Diluted:          
Net income available to common unitholders(1)(2)(3)(4)(5)
 $0.71
 $2.01
 $2.20
 $0.77
 $1.13
Weighted average common units 99,549
 100,398
 99,838
 98,953
 99,129
Common distributions (6)
 $1.3525
 $1.2600
 $1.3050
 $0.9450
 $0.8850
BALANCE SHEET DATA          
Real estate assets, before depreciation $3,088,470
 $2,965,907
 $2,513,217
 $2,263,603
 $2,249,819
Total assets 2,539,434
 2,525,687
 2,314,154
 2,083,959
 1,995,132
Debt 1,763,651
 1,687,866
 1,551,924
 1,431,068
 1,317,231
Total equity 612,302
 705,441
 606,032
 523,886
 557,595
CASH FLOW DATA          
Cash flows provided by (used in):          
Operating activities $253,131
 $239,299
 $221,818
 $187,959
 $187,269
Investing activities (117,545) (45,501) (221,827) (188,588) (174,226)
Financing activities (141,679) (203,467) 6,854
 1,977
 (7,072)
OTHER DATA          
Consolidated 12,930
 12,710
 11,746
 11,346
 11,537
Partially-owned (unconsolidated) 2,370
 2,348
 2,747
 2,606
 1,719
Number of outlet centers:          
Consolidated 36
 36
 34
 36
 37
Partially-owned (unconsolidated) 8
 8
 9
 9
 7
(1)For the year ended December 31, 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut, a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.
(2)For the year ended December 31, 2016, net income includes gains of approximately $95.5 million related to the acquisitions of our other venture partners' equity interests in the Westgate and Savannah joint ventures, and $6.3 million in gains on the sale of our Fort Myers, Florida outlet center and the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina.
(3)For the year ended December 31, 2015, net income includes gains of approximately $120.4 million from the sale of our equity interest in the Wisconsin Dells joint venture and the sale of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers.
(4)For the year ended December 31, 2014, net income includes a $7.5 million gain on the sale of our Lincoln City outlet center and a $13.1 million loss on early extinguishment of debt related to the early redemption of senior notes due November 2015.
(5)For the year ended December 31, 2013, net income includes a $26.0 million gain on our previously held interest in Deer Park upon the acquisition of an additional one-third interest in August 2013.
(6)For the year ended December 31, 2015, common dividends include a special dividend paid on January 15, 2016 to holders of record as of December 31, 2015.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


33



ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements


Certain statements made in Item 1 - Business and this Management's Discussion and Analysis of Financial Condition and Results of Operations below are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995 and included this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, beliefs and expectations, are generally identifiable by use of the words "believe", "expect", "intend", "anticipate", "estimate", "project", or similar expressions. Such forward-looking statements include, but are not limited to, statements regarding our:regarding: the expected impact of the novel coronavirus (“COVID-19”) pandemic on our business, financial results and financial condition; our ability to raise additional capital, including via future issuances of equity and debt, and the expected use of proceeds from such issuances; our results of operations and financial condition; capital expenditure and working capital needs and the funding thereof; the repurchase of the Company's common shares, including the potential salesuse of a 10b5-1 plan to facilitate repurchases; future dividend payments; the possibility of future asset impairments; potential developments, expansions, renovations, acquisitions or purchasesdispositions of outlet centers; anticipated resultscompliance with debt covenants; renewal and re-lease of operations, liquidityleased space; the outlook for the retail environment, potential bankruptcies, and working capital; outlet center developments, expansionsother store closings; consumer shopping trends and renovations;preferences; the outcome of legal proceedings arising in the normal course of business; and real estate joint ventures. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements. Important

Other important factors which may cause actual results to differ materially from current expectations include, but are not limited to: our inability to develop new outlet centers or expand existing outlet centers successfully; risks related to the economic performance and market value of our outlet centers; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we have identified; environmental regulations affecting our business; risk associated with a possible terrorist activity or other acts or threats of violence, public health crises and threats to public safety; our dependence on rental income from real property; our dependence on the results of operations of our retailers; the fact 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; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to uninsured losses; the risk thatrisks related to changes in consumer travel, shoppingspending habits; investor and spending habits may change;regulatory focus on environmental, sustainability and social initiatives; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risk associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; uncertainty relating to the phasing out of LIBOR; risk associated with our interest rate hedging arrangements; risk associated to uncertainty related to determination of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - Risk Factors.cyber-terrorism.


We qualify all of our forward-looking statements by these cautionary statements. The forward-looking statements in this Annual Report on Form 10-K are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. For a further discussion of the risks relating to our business, see “Item 1A-Risk Factors” in Part I of this Annual Report on Form 10-K.


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The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations.



34This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:



•General Overview

•Leasing Activity
•COVID-19 Pandemic
•Results of Operations
•Liquidity and Capital Resources of the Company
•Liquidity and Capital Resources of the Operating Partnership
•Critical Accounting Estimates
•Recent Accounting Pronouncements
•Non-GAAP Supplemental Measures
•Economic Conditions and Outlook

General Overview


As of December 31, 2017,2021, we had 3630 consolidated outlet centers in 2218 states totaling 12.911.5 million square feet. We also had 86 unconsolidated outlet centers totaling 2.42.1 million square feet, including 42 outlet centers in Canada. The table below details our acquisitions, new developments, expansions and dispositions of consolidated and unconsolidated outlet centers that significantly impacted our results of operations and liquidity from January 1, 20152019 to December 31, 2017:2021:
Consolidated Outlet CentersUnconsolidated Joint Venture Outlet Centers
Outlet CenterQuarter Acquired/Open/Disposed/DemolishedSquare Feet (in thousands)Number of
Outlet Centers		 Square Feet (in thousands)Number of
Outlet Centers
As of December 31, 201812,923 36 2,371 8 
Dispositions:
Nags HeadFirst Quarter(82)(1)— — 
Ocean CityFirst Quarter(200)(1)— — 
Park CityFirst Quarter(320)(1)— — 
WilliamsburgFirst Quarter(276)(1)— — 
BromontSecond Quarter— — (161)(1)
Other3 — 2 — 
As of December 31, 201912,048 32 2,212 7 
Dispositions:
TerrellThird Quarter(178)(1)— — 
Other3 — — — 
As of December 31, 202011,873 31 2,212 7 
Dispositions:
JeffersonvilleFirst Quarter(412)(1)— — 
Saint SauveurFirst Quarter(99)(1)
Other(8)— — — 
As of December 31, 202111,453 30 2,113 6 
41
    Consolidated Outlet Centers Unconsolidated Joint Venture Outlet Centers
Outlet Center Quarter Acquired/Open/Disposed/Demolished Square Feet (in thousands) Number Centers  Square Feet (in thousands) 
Number of
Outlet Centers
As of January 1, 2015   11,346
 36
 2,606
 9
New Developments:          
Foxwoods Second Quarter 312
 1
 —
 —
Savannah Second Quarter —
 —
 377
 1
Grand Rapids Third Quarter 352
 1
 —
 —
Southaven Fourth Quarter 320
 1
 —
 —
Expansions:          
Westgate First Quarter —
 —
 28
 —
San Marcos Fourth Quarter 24
 —
 —
 —
Dispositions:          
Wisconsin Dells First Quarter —
 —
 (265) (1)
Kittery I Third Quarter (52) (1) —
 —
Kittery II Third Quarter (25) (1) —
 —
Tuscola Third Quarter (250) (1) —
 —
West Branch Third Quarter (113) (1) —
 —
Barstow Fourth Quarter (171) (1) —
 —
Other   3
 —
 1
 —
As of December 31, 2015   11,746
 34
 2,747
 9
New Developments:          
Columbus Second Quarter —
 —
 355
 1
Daytona Beach Fourth Quarter 349
 1
 —
 —
Acquisition:          
Westgate Second Quarter 408
 1
 (408) (1)
Savannah Third Quarter 419
 1
 (419) (1)
Expansions:          
  Ottawa First Quarter —
 —
 32
 —
  Savannah Second Quarter —
 —
 42
 —
Dispositions:          
Fort Myers First Quarter (199) (1) —
 —
Demolition:          
Lancaster First and Third Quarter (25) —
 —
 —
Other   12
 —
 (1) —
As of December 31, 2016   12,710
 36
 2,348
 8
New Developments:          
Fort Worth Fourth Quarter 352
 1
 —
 —
Expansion:          
Ottawa Second Quarter —
 —
 39
 —
Lancaster Third Quarter 148
 —
 —
 —
Dispositions:          
Westbrook Second Quarter (290) (1) —
 —
Other   10
 —
 (17) —
As of December 31, 2017   12,930
 36
 2,370
 8


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Leasing Activity

In 2021, we revised our rent spread presentation from a commenced basis to executed basis and we are presenting it for comparable and non- comparable space. Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space). We believe that this presentation provides additional information and improves comparability to other retail REITs. Prior period results have been revised to conform with the current period presentation.

The following table provides information for our consolidated outlet centers regarding space re-leasedrelated to leases for new stores that opened or renewedrenewals that were executed during the years ended December 31, 20172021 and 2016,2020, respectively:
Comparable Space for Executed Leases (1) (2) (3)
Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (4)
Rent
Spread
% (5)
Tenant Allowance (psf) (6)
Average Initial Term
(in years)
Total space
20212661,170 $30.78 (0.6)%$7.75 3.43 
20202131,168 $23.46 (7.5)%$1.02 2.75 
  
2017 (1)
  # of Leases Square Feet (in 000's) 
Average
Annual
Straight-line Base Rent (psf)
 
Average
Tenant
Allowance (psf)
 Average Initial Term (in years) 
Net Average
Annual
Straight-line Base Rent (psf) (3)
Re-tenant 79
 413
 $33.24
 $70.51
 5.79
 $21.06
Renewal 273
 1,261
 30.65
 0.25
 4.40
 30.59
             
  
2016 (1)
  # of Leases Square Feet (in 000's) 
Average
Annual
Straight-line Base Rent (psf)
 
Average
Tenant
Allowance (psf)
 Average Initial Term (in years) 
Net Average
Annual
Straight-line Base Rent (psf) (3)
Re-tenant 124
 384
 $42.84
 $34.69
 8.75
 $38.88
Renewal 259
 1,187
 32.26
 0.46
 4.56
 32.16

(1)Represents change in rent (base rent and common area maintenance) for leases for new stores that opened or renewals that started during the respective trailing twelve month periods, excluding temporary tenants and month to month leases. Includes consolidated outlet centers owned as of current period end date. Excludes unconsolidated outlet centers.
(2)Net average straight-line base rent is calculated by dividing the average tenant allowance costs per square foot by the average initial term and subtracting this calculated number from the average straight-line base rent per year amount. The average annual straight-line base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants. The average tenant allowance disclosed in the table above includes landlord costs.

Comparable and Non-Comparable Space for Executed Leases (1) (2) (3)
Leasing TransactionsSquare Feet (in 000s)
New
Initial Rent
(psf) (4)
Tenant Allowance (psf) (6)
Average Initial Term
(in years)
Total space
2021317 1,363 $30.46 $21.91 3.85 
20202351,220 $23.80 $1.46 2.85 
(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective calendar years and excludes license agreements, seasonal tenants and month-to-month leases.
(2)Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).
(3)Leasing activity for commenced leases, or leases for new stores that opened or renewals that began during the respective trailing twelve months ended December 31, were as follows:
Leasing activity for commenced leases
Leasing TransactionsSquare Feet
(in 000s)
New
Initial Rent
(psf) (4)
Rent
Spread
% (5)
Tenant Allowance
(psf) (6)
Average
Initial Term
(in years)
Comparable Space(2)
Total space
20212801,378 $26.76 (2.4)%$4.22 3.35 
20202541,404 $25.01 (12.2)%$16.56 4.41 
Comparable and Non-comparable Space(2)
Total space
20213281,541 $26.84 $6.02 3.63 
20202791,483 $25.51 $16.64 4.54 
(4)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(5)Represents change in average initial and expiring cash rent (base rent and CAM).
(6)Tenant allowance includes other landlord costs.

COVID-19 Pandemic

Due to the COVID-19 pandemic, a number of our tenants requested rent deferrals, rent abatements or other types of rent relief during this pandemic. As a response, in late March 2020, we offered all tenants in our consolidated portfolio the option to defer 100% of April and May rents interest free, payable in equal installments due in January and February of 2021.

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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.

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.

Results of Operations


20172021 Compared to 20162020

Net Income
Net income decreased $132.5(loss)
Net income increased $47.6 million in 2017the 2021 period to a net income of $9.6 million as compared to 2016.a net loss of $38.0 million for the 2020 period. The majorityincrease in net income is primarily due to the following:
•2020 was impacted by the COVID-19 pandemic and had significant revenue reductions
•variable revenue derived from tenant sales was significantly higher in 2021 as the COVID-19 pandemic impacted traffic to our centers in the 2020 period and our centers operated under reduced hours.
•the 2020 period included $64.8 million in impairment charges recognized on the outlet center in Mashantucket, Connecticut and a $2.4 million impairment charge recognized on the outlet center in Jeffersonville, Ohio, and
•the 2020 period included our share of this decreasean impairment charge totaling $3.1 million in equity in earnings that related to the Saint-Sauveur, Quebec outlet center in our Canadian joint venture.

The increase in net income was due topartially offset by the following:
•2021 included $7.0 million in impairment charges recognized on the outlet center in Mashantucket, Connecticut,
•the 2021 period included a loss on the early extinguishment of debt of $35.6$47.9 million related to the redemption of all of our bonds due in 2023 and 2024,
•in the current period we recorded a foreign currency loss of approximately $3.6 million in other income (expense), which had been previously recorded in other comprehensive income associated with the 2017sale the outlet center in Saint-Sauveur held in our RioCan joint venture
•the $9.9 million decrease in lease termination fees compared to the prior year,
•the loss in revenues from the sale of our two centers in 2020 and 2021 described below, and
•the 2020 period andincluded a $95.5$2.3 million gain recorded on the acquisitionsale of our partners' equity interests in the Westgate and Savannah joint ventures in the 2016 period.Terrell outlet center.


In the tables below, information set forth for new developments and expansions represent our Fort Worth and Daytona Beachproperties disposed includes the Terrell outlet centers, which opened in October 2017 and November 2016, respectively and our Lancaster expansion, which opened in September 2017. Acquisitions include our Westgate and Savannah outlet centers, which were previously held in unconsolidated joint ventures prior to our acquisitions of our venture partners' interest in each venture in June 2016 and August 2016, respectively. Properties disposed include our Westbrook and Fort Myers outlet centerscenter sold in May 2017August 2020 and the Jeffersonville outlet center sold in January 2016, respectively.2021.


Base RentalsRental Revenues
Base rentalsRental revenues increased $15.6$29.8 million or 5%, in the 20172021 period compared to the 20162020 period. The following table sets forth the changes in various components of base rentalsrental revenues (in thousands):

 20212020Increase/(Decrease)
Rental revenues from existing properties$407,164 $364,214 $42,950 
Rental revenues from properties disposed272 7,315 (7,043)
Straight-line rent adjustments(1,973)(3,372)1,399 
Lease termination fees2,225 12,125 (9,900)
Amortization of above and below market rent adjustments, net78 (2,350)2,428 
 $407,766 $377,932 $29,834 




43


  2017 2016 
Increase/
(Decrease)
Base rentals from existing properties $279,170

$278,732
 $438
Base rentals from new developments and expansions 16,174
 8,326
 7,848
Base rentals from acquisitions 20,154
 8,920
 11,234
Base rentals from properties disposed 1,596
 4,621
 (3,025)
Straight-line rent adjustments 5,632
 7,002
 (1,370)
Termination fees 3,633
 3,599
 34
Amortization of above and below market rent adjustments, net (2,374) (2,847) 473
  $323,985
 $308,353
 $15,632

Percentage Rentals
Percentage rentals decreased $1.4 million, or 12%,Rental revenues from existing properties in the 2017prior year period comparedincluded the impact of a $40.1 million COVID-19 pandemic-related revenue reduction. In addition, variable revenues, which are derived from tenant sales, were higher in the 2021 period as a result of the impact of the COVID-19 pandemic on the 2020 period, which included mandated store closures by local and state authorities during the second quarter, continued lower traffic levels to our centers in the third quarter and to the 2016 period. centers operating under reduced hours.

The following table sets forth the changes in various components2020 period includes a higher amount of percentage rentals (in thousands):
  2017 2016 
Increase/
(Decrease)
Percentage rentals from existing properties $8,547
 $10,303
 $(1,756)
Percentage rentals from new developments and expansions 198
 22
 176
Percentage rentals from acquisitions 1,043
 759
 284
Percentage rentals from properties disposed 65
 137
 (72)
  $9,853
 $11,221
 $(1,368)

Percentage rentals represents revenues based onlease termination fees from certain early lease terminations as a percentageresult of tenants' sales volume above their contractual breakpoints. The decrease in percentage rentals is primarilya significant amount of space recaptured due to a decrease in average sales per square foot for certain tenants for the rolling twelve months ended December 31, 2017, compared to the rolling twelve months ended December 31, 2016bankruptcies and due to annual increases in contractual breakpoints in certain leases.


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Expense Reimbursements
Expense reimbursements increased $9.0 million, or 7%,brand-wide restructuring in the 2017 period compared to2020 period.

In addition, in the 2016 period. The following table sets forth the changes in various componentsprior year, we recognized a write-off of expense reimbursements (in thousands):
  2017 2016 
Increase/
(Decrease)
Expense reimbursements from existing properties $122,323
 $123,032
 $(709)
Expense reimbursements from new developments and expansions 8,502
 3,675
 4,827
Expense reimbursements from acquisitions 11,240
 4,877
 6,363
Expense reimbursements from properties disposed 752
 2,234
 (1,482)
  $142,817
 $133,818
 $8,999

Expense reimbursements represent the contractual recovery from tenantsrevenue of certain common area maintenance ("CAM"), insurance, property tax, promotional, advertising and management expenses. Certain expense reimbursements are based on the tenant's proportionate shareapproximately $7.2 million of the allocable operating expenses for the property, and thus generally fluctuate consistentlystraight-line rents associated with the related expenses. Other expense reimbursements, such as promotional, advertisingtenant bankruptcies and certain CAM payments, represent contractual fixed rents and may escalate each year. See "Property Operating Expenses" below for a discussion of the decrease in operating expenses from our existing properties.uncollectible accounts.


Management, Leasing and Other Services
Management, leasing and other services decreased $1.4increased $1.5 million or 36%, in the 20172021 period compared to the 20162020 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):

 20212020Increase/(Decrease)
Management and marketing$2,347 $1,859 $488 
Leasing and other fees228 60 168 
Expense reimbursements from unconsolidated joint ventures3,836 3,017 819 
Total Fees$6,411 $4,936 $1,475 

  2017 2016 
Increase/
(Decrease)
Management and marketing $2,310
 $2,744
 $(434)
Development and leasing 124
 651
 (527)
Loan guarantee 18
 452
 (434)
  $2,452
 $3,847
 $(1,395)

The decrease in management,Management, leasing and other services is primarilyservice revenue increased in the 2021 period due to having two fewer outlet centersthe prior year impact of the COVID-19 pandemic. The COVID-19 pandemic resulted in ourmaterially lower rental revenues received during the 2020 period which resulted in lower management fees. In addition, expense reimbursements from unconsolidated joint ventures were higher in the 20172021 period as our centers operated under reduced hours during 2020 as a result of the COVID-19 pandemic.

Other Revenues
Other revenues increased $5.2 million in the 2021 period as compared to the 2016 period prior to our acquisition of our venture partners' equity interests in the Westgate and Savannah outlet centers during 2016. In connection with such acquisitions, we received no fees subsequent to the acquisition dates. Offsetting the impact of the acquisitions was the addition of one new center in an unconsolidated joint venture, the Columbus outlet center, which opened in June 2016.

Other Income
Other income increased $532,000, or 6%, in the 2017 period compared to the 20162020 period. The following table sets forth the changes in various components of other incomerevenues (in thousands):
 20212020Increase/(Decrease)
Other revenues from existing properties$12,330 $6,950 $5,380 
Other revenues from property disposed18 173 (155)
 $12,348 $7,123 $5,225 
  2017 2016 
Increase/
(Decrease)
Other income from existing properties $7,796
 $7,826
 $(30)
Other income from new developments and expansions 463
 237
 226
Other income from acquisitions 812
 399
 413
Other income from properties disposed 56
 133
 (77)
  $9,127
 $8,595
 $532


Other revenues from existing properties increased in the 2021 period due to the prior year impact of the COVID-19 pandemic and our focus on increasing other revenue streams in 2021 The 2020 period included large reductions in the variable vending and other revenue sources due to the mandatory store closures by local and state authorities for a portion of the 2020 period discussed above, as well as the COVID-19 pandemic impacting traffic to our centers and the centers operating under reduced hours.












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Property Operating Expenses
Property operating expenses increased $3.2$3.6 million or 2%, in the 20172021 period compared to the 20162020 period. The following table sets forth the changes in various components of property operating expenses (in thousands):

 20212020Increase/(Decrease)
Property operating expenses from existing properties$135,738 $126,288 $9,450 
Property operating expenses from property disposed(1,150)5,066 (6,216)
Expenses related to unconsolidated joint ventures3,837 3,017 820 
Other property operating expense2,311 2,764 (453)
 $140,736 $137,135 $3,601 

  2017 2016 
Increase/
(Decrease)
Property operating expenses from existing properties $136,564
 $140,146
 $(3,582)
Property operating expenses from new developments and expansions 8,698
 4,425
 4,273
Property operating expenses from acquisitions 9,090
 4,295
 4,795
Property operating expenses from properties disposed 883
 3,151
 (2,268)
  $155,235
 $152,017
 $3,218
Property operating expenses at existing properties increased in the 2021 period compared to the 2020 period primarily due to the lower costs needed to operate and advertise the centers while stores were closed under government mandates in response to the COVID-19 pandemic in 2020, as well as operating the centers under reduced hours when the stores reopened during the 2020 period.


The decrease in propertyProperty operating expenses from existing properties was duedisposed for the 2021 period includes $1.7 million in net proceeds received from the successful appeal of property taxes for tax years prior to lower spending in the 2017 period for certain CAM and marketing expenses.disposition.


General and Administrative Expenses
General and administrative expenses increased $18.1 million in the 2017 period decreased $2.7 million, or 6% compared to the 2016 period, primarily due to lower amounts of incentive compensation earned in the 20172021 period compared to the 20162020 period. The 2021 period andincludes higher compensation costs due to the 2016 period including compensationaddition of certain executives and other key employees added to drive operational and growth initiatives and increases in other professional and legal fees, some of which are related to collection of rents from periods during the COVID-19 mandated shut downs. The 2020 period included temporary reductions in compensation costs of our executive officers and other employees and virtually all travel and entertainment expenses were eliminated following the onset of the pandemic. In addition, 2021 includes compensation cost related to employees that accepted a voluntary retirement plan with an effective retirement date of March 31, 2021, as well as other executive officer termination and the death of a directorseverance costs incurred during 2021, totaling approximately $1.2$3.6 million.


Abandoned Pre-Development CostsImpairment Charges
During the 2017 period,first quarter and fourth quarter of 2020 and the fourth quarter of 2021, we decideddetermined that the estimated future undiscounted cash flows of our Foxwoods outlet center in Mashantucket, Connecticut did not exceed the property's carrying value due to terminate a purchase optioncontinuing decline in operating results. Therefore, we recorded $64.8 million and $7.0 million of non-cash impairment charges in our consolidated statement of operations for a pre-development stage project near Detroit, Michigan,both 2020 and as a result,2021, respectively, which equaled the excess of the property's carrying value over its estimated fair value. In addition, in 2020, we recorded a $528,000$2.4 million impairment charge representingon the cumulative related pre-development costs.outlet center in Jeffersonville, Ohio.


Depreciation and Amortization
Depreciation and amortization expense increased $12.4decreased $7.1 million or 11%, in the 20172021 period compared to the 20162020 period. The following table sets forth the changes in various components of depreciation and amortization costs from the 2020 period to the 2021 period (in thousands):

 20212020Increase/(Decrease)
Depreciation and amortization expenses from existing properties$109,970 $116,262 $(6,292)
Depreciation and amortization from property disposed38 881 (843)
 $110,008 $117,143 $(7,135)
  2017 2016 
Increase/
(Decrease)
Depreciation and amortization expenses from existing properties $104,309
 $105,550
 $(1,241)
Depreciation and amortization expenses from new developments and expansions 7,300
 2,407
 4,893
Depreciation and amortization expenses from acquisitions 15,448
 5,999
 9,449
Depreciation and amortization from properties disposed 687
 1,401
 (714)
  $127,744
 $115,357
 $12,387


Depreciation and amortization decreased at our existing properties primarily due to the lower basis in our Foxwoods property due to impairments recorded in the first and fourth quarters of 2020, and due to tenant improvements and lease related intangibles, recorded as part of the acquisition price of acquired properties, which are amortized over shorter lives, in other parts of the portfolio becoming fully depreciated during the reporting periods.


Interest Expense and Loss on Early Extinguishment of Debt
Interest expense increased $4.2 million, or 7%, in the 2017 period compared to the 2016 period, primarily due to (1) the impact of converting throughout 2016 $525.0 million of debt with floating interest rates to higher fixed interest rates, (2) the 30-day LIBOR, which impacts the interest rate associated with our floating rate debt, increasing relative to its level in the 2016 period and (3) the additional debt incurred related to the 2016 acquisitions of Westgate and Savannah.





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In July 2017, we completed an underwritten public offering of $300.0 million of 3.875% senior notes due 2027 (the "2027 Notes"). In August 2017, we used the net proceeds from the sale of the 2027 Notes, together with borrowings under our unsecured lines of credit, to redeem all of our 6.125% senior notes due 2020 (the "2020 Notes") (approximately $300.0 million in aggregate principal amount outstanding). The 2020 Notes were redeemed at par plus a make-whole premium of approximately $34.1 million. The loss on early extinguishment of debt includes the make-whole premium and the write off of approximately $1.5 million of unamortized debt discount and debt origination costs related to the 2020 Notes.

Gain on Sale of Assets and Interests in Unconsolidated Entities
In May 2017, we sold our Westbrook outlet center for approximately $40.0 million, which resulted in a gain of $6.9 million. In September 2016, we sold an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501 for approximately $2.9 million and recognized a gain of approximately $1.4 million. Also, in the first quarter of 2016, we sold our Fort Myers outlet center for approximately $25.8 million, which resulted in a gain of $4.9 million.

Gain on Previously Held Interest in Acquired Joint Venture
On June 30, 2016, we completed the purchase of our venture partner's interest in the Westgate joint venture, which owned the outlet center in Glendale, Arizona, for a total cash price of approximately $40.9 million. The purchase was funded with borrowings under our unsecured lines of credit. Prior to the transaction, we owned a 58% interest in the Westgate joint venture since its formation in 2012 and accounted for it under the equity method of accounting. The joint venture is now wholly-owned by us and is consolidated in our financial results as of June 30, 2016. As a result of acquiring the remaining interest in the Westgate joint venture, we recorded a gain of $49.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening.

In August 2016, the Savannah joint venture, which owned the outlet center in Pooler, Georgia distributed all outparcels along with $15.0 million in cash consideration to our joint venture partner in exchange for the partner's ownership interest. We contributed the $15.0 million in cash consideration to the joint venture, which we funded with borrowings under our unsecured lines of credit. The joint venture is now wholly-owned by us and has been consolidated in our financial results since the acquisition date. As a result of acquiring the remaining interest in the Savannah joint venture, we recorded a gain of $46.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the Savannah joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening in April 2015.

Equity in Earnings of Unconsolidated Joint Ventures
Equity in earnings of unconsolidated joint ventures decreased approximately $8.9 million or 82% in the 2017 period compared to the 2016 period. The following table sets forth the changes in various components of equity in earnings of unconsolidated joint ventures (in thousands):
  2017 2016 
Increase/
(Decrease)
Equity in earnings from existing properties $505
 $6,361
 $(5,856)
Equity in earnings from new developments 1,432
 868
 $564
Equity in earnings from properties previously held in unconsolidated joint ventures —
 3,643
 (3,643)
  $1,937
 $10,872
 $(8,935)

Equity in earnings from existing properties includes our share of impairment charges totaling $9.0 million in the 2017 period related to the Bromont and Saint-Sauveur outlet centers in Canada, and totaling $2.9 million in the 2016 period related to the Bromont outlet center. The increase in equity in earnings of unconsolidated joint ventures from new development is due to the incremental earnings from the Columbus outlet center, which opened in June 2016. The decrease in equity in earnings from properties previously held in unconsolidated joint ventures in 2016 is related to the Westgate and Savannah joint ventures. We acquired our venture partners' interest in each of these joint ventures in June 2016 and August 2016, respectively, and have consolidated the results of operations of these centers since the respective acquisition date.

40



2016 Compared to 2015

Net Income
Net income decreased $17.8 million in 2016 compared to 2015. In 2016, we recorded a $95.5 million gain on the acquisitions of our venture partners' equity interests in the Westgate and Savannah joint ventures, a $4.9 million gain on the sale of our outlet center in Fort Myers, Florida and $1.4 million gain on the sale of an outparcel at our Hwy 501 outlet center in Myrtle Beach, South Carolina. In 2015, we recorded gains totaling $120.4 million related to the sale of our equity interest in the Wisconsin Dells joint venture, and the sales of our Kittery I & II, Tuscola, West Branch and Barstow outlet centers. In addition, net income in 2016 was impacted by:
an increase in operating income due to the opening of one new outlet center, the acquisitions of our partners' interest in two joint ventures, and the full year impact of the addition of three new consolidated centers in 2015; offset by
a decrease in operating income due to the properties disposed of in early 2016 and 2015; and
an increase in interest expense due to higher average borrowing levels and an increase in interest rates.

In the tables below, information set forth for new developments includes our Foxwoods, Grand Rapids, Southaven and Daytona Beach outlet centers, which opened in May 2015, July 2015, November 2015 and November 2016, respectively. Acquisitions include our Westgate and Savannah centers, which were previously held in unconsolidated joint ventures prior to our acquisitions of our venture partners' interest in each venture in June 2016 and August 2016, respectively. Properties disposed includes the Kittery I & II, Tuscola, and West Branch outlet centers sold in September 2015, the Barstow outlet center sold in October 2015 and the Fort Myers outlet center sold in January 2016.

Base Rentals
Base rentals increased $18.7 million, or 6%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of base rentals (in thousands):
  2016 2015 
Increase/
(Decrease)
Base rentals from existing properties $265,207
 $262,522
 $2,685
Base rentals from new developments 26,406
 10,618
 15,788
Base rentals from acquisitions 8,920
 —
 8,920
Base rentals from properties disposed 66
 7,631
 (7,565)
Straight-line rent adjustments 7,002
 6,347
 655
Termination fees 3,599
 4,576
 (977)
Amortization of above and below market rent adjustments, net (2,847) (2,006) (841)
  $308,353
 $289,688
 $18,665

Base rental income generated from existing properties in our portfolio increased due to increases in rental rates on lease renewals, incremental rents from re-tenanting vacant spaces and multiple tenant rental step-ups.

Fees received from the early termination of leases, which are generally based on the lease term remaining at the time of termination, decreased as a result of fewer store closures throughout the portfolio in the 2016 period compared to the 2015 period.













41



Percentage Rentals
Percentage rentals increased $1.1 million, or 10%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of percentage rentals (in thousands):
  2016 2015 
Increase/
(Decrease)
Percentage rentals from existing properties $9,428
 $8,972
 $456
Percentage rentals from new developments 844
 45
 799
Percentage rentals from acquisitions 759
 —
 759
Percentage rentals from properties disposed 190
 1,140
 (950)
  $11,221
 $10,157
 $1,064

Percentage rentals represents revenues based on a percentage of tenants' sales volume above their contractual break points. The increase in percentage rentals from existing properties is due to higher sales volume for certain existing tenants and also due to certain new tenants added to the existing properties whose sales exceeded their contractual break point.

Expense Reimbursements
Expense reimbursements increased $7.4 million, or 6%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of expense reimbursements (in thousands):
  2016 2015 
Increase/
(Decrease)
Expense reimbursements from existing properties $118,870
 $117,290
 $1,580
Expense reimbursements from new developments 9,931
 4,005
 5,926
Expense reimbursements from acquisitions 4,877
 —
 4,877
Expense reimbursements from properties disposed 140
 5,173
 (5,033)
  $133,818
 $126,468
 $7,350

Expense reimbursements represent the contractual recovery from tenants of certain common area maintenance, insurance, property tax, promotional, advertising and management expenses. For certain tenants, we receive a fixed payment for CAM with annual escalations. While certain expense reimbursements generally fluctuate consistently with the related expenses, our expense recoveries for CAM as a percentage of expenses were higher in 2016 compared to 2015 due to leases with fixed-CAM escalations. When not reimbursed by the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses for the property. See "Property Operating Expenses" below for a discussion of the increase in operating expenses from our existing properties.

Most, but not all, leases contain provisions requiring tenants to reimburse a share of our operating expenses as additional rent. However, substantially all of the leases for our new Foxwoods outlet center, which opened in May 2015, require tenants to pay a single minimum contractual gross rent and, in certain cases, percentage rent; thus, all minimum rents received for the Foxwoods outlet center are recorded as base rent and none are recorded to expense reimbursements.

Management, Leasing and Other Services
Management, leasing and other services decreased $1.6 million, or 29%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):
  2016 2015 
Increase/
(Decrease)
Management and marketing $2,744
 $2,853
 $(109)
Development and leasing 651
 1,827
 (1,176)
Loan guarantee 452
 746
 (294)
  $3,847
 $5,426
 $(1,579)

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The decrease in management, leasing and other services is primarily due to the 2016 consolidation of both our Westgate and Savannah outlet centers due to the acquisitions of our venture partners' equity interests. This decrease was partially offset by development and leasing fees earned in 2016 from services provided to the Columbus joint venture which opened in June 2016.

Other Income
Other income increased $965,000, or 13%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of other income (in thousands):
  2016 2015 
Increase/
(Decrease)
Other income from existing properties $7,510
 $6,874
 $636
Other income from new developments 700
 457
 243
Other income from acquisitions 366
 —
 366
Other income from properties disposed 19
 299
 (280)
  $8,595
 $7,630
 $965

Property Operating Expenses
Property operating expenses increased $5.5 million, or 4%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of property operating expenses (in thousands):
  2016 2015 
Increase/
(Decrease)
Property operating expenses from existing properties $131,928
 $131,252
 $676
Property operating expenses from new developments 15,761
 8,610
 7,151
Property operating expenses from acquisitions 4,279
 —
 4,279
Property operating expenses from properties disposed 49
 6,641
 (6,592)
  $152,017
 $146,503
 $5,514

General and Administrative Expenses
General and administrative expenses in the 2016 period increased $2.2 million, or 5% compared to the 2015 period. The 2015 period included the reversal of $731,000 of share-based compensation expense related to the October 2015 announcement that the Company’s then Chief Financial Officer would retire in May 2016. In addition, the 2016 period included increased legal, consulting and other professional fees compared to the 2015 period. In addition, the 2016 period included compensation related to executive officer and director terminations of approximately $1.2 million.

Depreciation and Amortization
Depreciation and amortization increased $11.4 million, or 11%, in the 2016 period compared to the 2015 period. The following table sets forth the changes in various components of depreciation and amortization (in thousands):

  2016 2015 
Increase/
(Decrease)
Depreciation and amortization expenses from existing properties $93,903
 $94,762
 $(859)
Depreciation and amortization expenses from new developments 15,455
 5,902
 9,553
Depreciation and amortization expenses from acquisitions 5,999
 —
 5,999
Depreciation and amortization from properties disposed —
 3,272
 (3,272)
  $115,357
 $103,936
 $11,421


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Depreciation and amortization costs decreased at existing properties as certain construction and development related assets, as well as lease related intangibles recorded as part of the acquisition price of acquired properties, which are amortized over shorter lives, became fully depreciated during 2016. This decrease was partially offset by additional depreciation and amortization recorded as a result of a change in the estimated useful life of assets at various centers where demolition of existing buildings occurred in conjunction with renovations and expansions.

Interest Expense
Interest expense increased $6.5decreased $10.3 million or 12%, in the 20162021 period compared to the 20152020 period for the following reasons:

•In August 2021, we completed a public offering of $400.0 million in senior notes due 2031 in an underwritten public offering. The notes were priced at 98.552% of the principal amount to (1)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.
•During 2021, we completed the conversionearly redemption of $525.0$250.0 million of our 3.875% senior notes due December 2023 and $250.0 million of our 3.75% senior notes due 2024.
•During 2021, we paid down $50.0 million of borrowings under our unsecured term loan.
•Interest rate swap agreements in place during the 2021 period had lower average interest rates compared to the 2020 period.
•The 2020 period included interest expense related to borrowing in March 2020 approximately $599.8 million under our unsecured lines of credit to increase liquidity and preserve financial flexibility as a result of the COVID-19 pandemic. In June 2020, we repaid $200.0 million of these borrowings, and by August 2020, we had repaid the entire $599.8 million outstanding balance bringing the outstanding balance to zero as of December 31, 2020. During the 2021 period, we had no borrowings under our unsecured lines of credit.

Loss on Early Extinguishment of Debt
For the year ended December 31, 2021, we recorded make-whole premiums of $44.9 million and the write-off of approximately $3.0 million of debt with floating interest rates to higher fixed interest rates, (2) the 30-day LIBOR, which impacts the interest rate we pay on our remaining floating ratediscount and debt increasing relative to its level in the 2015 period, and (3) the additional debt incurred relatedorigination costs due to the Westgateearly redemption of our notes originally due 2023 and Savannah acquisitions.2024.


Gain on Sale of Assets and Interests in Unconsolidated Entities
The gain on sale of assets and interest in unconsolidated entities decreased approximately $114.1 million, or 95%, in the 2016 period compared to the 2015 period. In September 2016,August 2020, we sold an outparcel at oura non-core outlet center in Myrtle Beach, South Carolina located on Highway 501Terrell, Texas for net proceeds of approximately $2.9 million and recognized a gain of approximately $1.4 million. Also, in the first quarter of 2016, we sold our Fort Myers outlet center for approximately $25.8$7.6 million, which resulted in a gain on sale of $4.9assets of $2.3 million. In February 2015, we recorded a gain of approximately $13.7 millionThe proceeds from the sale of our equity interest in the joint venture that owned the Wisconsin Dells outlet center. In September 2015, we sold our Kittery I & II, Tuscola, and West Branch outlet centers for approximately $43.3 million, which resulted in a gain of $20.2 million and in October 2015, we sold our Barstow outlet center for approximately $105.8 million, which resulted in a gain of $86.5 million.

Gain on Previously Held Interest in Acquired Joint Venture
In June 2016, we completed the purchase of our venture partner's interest in the Westgate joint venture, which owned the outlet center in Glendale, Arizona, for a total cash price of approximately $40.9 million. The purchase was funded with borrowingsthis unencumbered asset were used to pay down balances outstanding under our unsecured lines of credit. Prior

Other Income (Expense)
Other income (expense) decreased approximately $2.5 million in the 2021 period compared to the transaction, we owned a 58% interest in2020 period. In March 2021, the WestgateRioCan joint venture sinceclosed on the sale of its formationoutlet center in 2012 and accountedSaint-Sauveur, for it undernet proceeds of approximately $9.4 million. Our share of the equity method of accounting.proceeds was approximately $4.7 million. As a result of acquiring the remaining interest in the Westgate joint venture,this transaction, we recorded a gainforeign currency loss of $49.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening.

In August 2016, the Savannah joint venture, which owned the outlet center in Pooler, Georgia, distributed all outparcels along with $15.0approximately $3.6 million in cash consideration to our joint venture partnerother income (expense), which had been previously recorded in exchange for the partner's ownership interest. We contributed the $15.0 million in cash consideration to the joint venture, which we funded with borrowings under our unsecured lines of credit. The joint venture is now wholly-owned by us and has been consolidated in our financial results since the acquisition date. As a result of acquiring the remaining interest in the Savannah joint venture, we recorded a gain of $46.3 million, which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the Savannah joint venture, as a result of the significant appreciation in the property's value since the completion of its original development and opening in April 2015.other comprehensive income.


Equity in Earnings (Losses) of Unconsolidated Joint Ventures
Equity in earnings (losses) of unconsolidated joint ventures decreasedincreased approximately $612,000 or 5%$7.8 million in the 20162021 period compared to the 20152020 period. The followingIn the table setsbelow, information set forth for property disposed includes the changesSaint-Sauveur, Quebec outlet center in various components of equityour Canadian joint venture, which was sold in earnings of unconsolidated joint ventures (in thousands):March 2021.
 20212020Increase/(Decrease)
Equity in earnings from existing properties$8,714 $4,051 $4,663 
Equity in earnings (losses) from property disposed190 (2,925)3,115 
 $8,904 $1,126 $7,778 
  2016 2015 
Increase/
(Decrease)
Equity in earnings from existing properties $6,361
 $8,550
 $(2,189)
Equity in earnings from new developments 868
 —
 868
Equity in earnings from properties acquired or disposed 3,643
 2,934
 709
  $10,872
 $11,484
 $(612)


44




Equity in earnings from existing properties for the 2016 period includes a $2.9 million asset impairment loss representing our share of the impairment loss recorded by the joint venture that owns the Bromont outlet center in Canada. The increase in equity in earnings(losses) of unconsolidated joint ventures from new developments isexisting properties increased due to the incremental earnings from the Columbus outlet center, which opened in June 2016. The equity in earnings from properties acquired or disposed in 2016 includes the impact of our acquisitions ofCOVID-19 on revenues in the respective venture partners’ interests in Westgate and Savannah joint ventures in June 2016 and August 2016, respectively. previous year.

Equity in earnings (losses) from properties acquired or disposed includes our share of an impairment charge totaling $3.1 million in the 20152020 period includesrelated to the impactSaint-Sauveur, Quebec outlet center in our Canadian joint venture. The impairment charge was primarily driven by deterioration of net operating income caused by market competition and the saleCOVID-19 pandemic.



46


2020 Compared to 2019

For a discussion of our interestresults of operations for the year ended December 31, 2019, including a year-to-year comparison between 2020 and 2019, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report Form 10-K for the Wisconsin Dells joint venture in February 2015.year ended December 31, 2020.


Liquidity and Capital Resources of the Company


In this “Liquidity and Capital Resources of the Company” section, the term, the Company,"Company", refers only to Tanger Factory Outlet Centers, Inc. on an unconsolidated basis, excluding the Operating Partnership.

The Company's business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company, which are fully reimbursed by the Operating Partnership. The Company does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company's principal funding requirement is the payment of dividends on its common shares. The Company's principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.


Through its ownership of the sole general partner of the Operating Partnership, the Company has the full, exclusive and complete responsibility for the Operating Partnership's day-to-day management and control. The Company causes the Operating Partnership to distribute all, or such portion as the Company may in its discretion determine, of its available cash in the manner provided in the Operating Partnership's partnership agreement. The Company receives proceeds from equity issuances from time to time, but is required by the Operating Partnership's partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for partnership units of the Operating Partnership.
 
We are a well-known seasoned issuer with a shelf registration which expires in June 2018February 2024 that allows the Company to register various unspecified various classes of equity securities and the Operating Partnership to register various unspecified various classes of debt securities. We expect to file a new joint shelf registration statement on Form S-3 prior to the expiration of the current registration statement. As circumstances warrant, the Company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, develop new or existing properties, make acquisitions of properties or portfolios of properties, and invest in existing or newly created joint ventures, or for general corporate purposes.


The liquidity of the Company is dependent on the Operating Partnership's ability to make sufficient distributions to the Company. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company. The Company also guarantees some of the Operating Partnership's debt. If the Operating Partnership fails to fulfill its debt requirements, which trigger the Company's guarantee obligations, then the Company may be required to fulfill its cash payment commitments under such guarantees. However, the Company's only material asset is its investment in the Operating Partnership.
 
The Company believes the Operating Partnership's sources of working capital, specifically its cash flow from operations, and borrowings available under its unsecured credit facilities, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make its dividend payments to its shareholders and to finance its continued operations, growth strategy and additional expenses we expect to incur for at least the next twelve months.incur. However, there can be no assurance that the Operating Partnership's sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company. The unavailability of capital could adversely affect the Operating Partnership's ability to pay its distributions to the Company, which will in turn, adversely affect the Company's ability to pay cash dividends to its shareholders.







45
47





We operate in a manner intended to enable us to qualify as a REIT under the Internal Revenue Code, or the Code. For the Company to maintain its qualification as a real estate investment trust,REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its taxable income. While historically the Company has satisfied this distribution requirement by making cash distributions to its shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company's own shares. Based on our 20172021 estimated taxable income to shareholders,loss, we were not required to distribute approximately $76.3 millionmake a distribution to our shareholders in order to maintain our REIT status as described above. WeFor tax reporting purposes, we distributed approximately $130.2$71.4 million during 2017.2021. Given the uncertainty related to the pandemic’s near and potential long-term impact, in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $35.0 million in cash per quarter and preserve our balance sheet strength and flexibility. Beginning in January 2021, the Board reinstated dividend distributions and declared and paid dividends on a quarterly basis for the year ended December 31, 2021. On January 13, 2022, the Board declared a dividend of $0.1825 per share paid in February 2022. The Board continues to evaluate the potential for future dividend distributions on a quarterly basis. If in any taxable year the Company were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our taxable income at the regular corporate rate.


As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not real estate investment trusts can. The Company may need to continue to raise capital in the equity markets to fund the Operating Partnership's working capital needs, as well as potential developments of new or existing properties, acquisitions or investments in existing or newly created joint ventures.


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. The Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. However, all debt is held directly or indirectly at the Operating Partnership level, and the Company has guaranteed some of the Operating Partnership's unsecured debt as discussed below. Because the Company consolidates the Operating Partnership, the section entitled "Liquidity and Capital Resources of the Operating Partnership" should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.


Under our ATM Offering program, which commenced in February 2021, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million (the “Shares”). We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes. As of December 31, 2021, we had approximately $60.1 million remaining available for sale under our ATM Offering program.

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

202120202019
Number of common shares settled during the period10,009,263 — — 
Average price per share$18.97 $— $— 
Aggregate gross proceeds (in thousands)$189,868 $— $— 
Aggregate net proceeds after commissions and fees (in thousands)$186,969 $— $— 



48


In May 2017, we announced that our2021, the Company’s Board of Directors authorized the repurchase of up to $125.0$80.0 million of the Company’s outstanding shares through May 31, 2023. This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021. In June 2020, we amended our outstanding common shares as market conditions warrant overdebt agreements primarily to improve future covenant flexibility and such amendments included a period commencingprohibition on May 19, 2017share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”). The Company temporarily suspended share repurchases for at least the twelve months starting July 1, 2020 and expiringending on May 18, 2019.June 30, 2021 in light of the Repurchase Covenant. On July 1, 2021, the Repurchase Covenant expired. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. During 2017, we repurchased approximately 1.9 million commonThe Company did not repurchase any shares onfor the open market at an average price of $25.80, totaling approximately $49.3 million exclusive of commissionsyear ended December 31, 2021 and related fees.2020. The remaining amount authorized to be repurchased under the program as of December 31, 20172021 was approximately $75.7$80.0 million.


Shares repurchased during the years ended December 31, 2021, 2020 and 2019 were as follows:
202120202019
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 

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.

Liquidity and Capital Resources of the Operating Partnership

General Overview


In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the text requires.


Summary of Our Major Sources and Uses of Cash and Cash Equivalents

General Overview
Property rental income represents our primary source to pay property operating expenses, debt service, capital expenditures and distributions, excluding non-recurring capital expenditures and acquisitions. To the extent that our cash flow from operating activities is insufficient to cover such non-recurring capital expenditures and acquisitions, we finance such activities from borrowings under our unsecured lines of credit or from the proceeds from the Operating Partnership'sPartnership’s debt offerings and the Company'sCompany’s equity offerings.


We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a conservative leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through a proper mix of fixed and variable rate debt, (4) maintain access to liquidity by using our lines of credit in a conservative manner and (5) preserve internally generated sources of capital by strategically divesting of our non-core assets and maintaining a conservative distribution payout ratio. We manage our capital structure to reflect a long-term investment approach and utilize multiple sources of capital to meet our requirements.requirements, including without limitation issuances of equity under our ATM program.


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49






Statements of Cash Flows

Capital Expenditures
The following table sets forthdetails our changes in cash flows from 2017capital expenditures for consolidated outlet centers for the years ended December 31, 2021 and 20162020, respectively (in thousands):
 20212020Change
Capital expenditures analysis:
New outlet center developments and expansions (1)
$2,441 $2,432 $9 
Renovations (2)
761 5,505 (4,744)
Second generation tenant allowances (3)
3,020 12,273 (9,253)
Other capital expenditures (4)
30,917 10,279 20,638 
37,139 30,489 6,650 
Conversion from accrual to cash basis8,047 (1,923)9,970 
Additions to rental property-cash basis$45,186 $28,566 $16,620 
  2017 2016 Change
Net cash provided by operating activities $253,131
 $239,299
 $13,832
Net cash used in investing activities (117,545) (45,501) (72,044)
Net cash used in financing activities (141,679) (203,467) 61,788
Effect of foreign currency rate changes on cash and equivalents (56) 316
 (372)
Net decrease in cash and cash equivalents $(6,149) $(9,353) $3,204
(1)New outlet center developments and expansions in the 2021 period included a land acquisition at our Westgate outlet center.

(2)Major outlet center renovations in the 2020 period included costs related to bringing two magnet tenants to our Lancaster outlet center.
Operating Activities(3)In the 2021 period, second generation tenant allowances are presented net of $3.3 million tenant allowance reversals, which were the result of a lease modification.

(4)The increase in net cash provided by operating activities from 2016 to 2017 isother capital expenditures in 2021 was primarily associated with the following:

incremental operating income in 2017 as a result of the full year impact of the acquisition of our venture partners' interest in our Westgate and Savannah outlet centers, previously held in unconsolidated joint ventures, in June 2016 and August 2016, respectively, and
incremental operating income from the opening of our two new wholly-owned outlet centers in Daytona Beach and Fort Worth, which opened in November 2016 and October 2017, respectively.

Investing Activities

The increase in net cash used in investing activities from 2016 to 2017 is primarily associated with the following:

the use of restricted cash in 2016, which represented a portion of the proceeds received from certain assets sales in 2015, to pay a portion of our $150.0 million floating rate mortgage loan, which had an original maturity date in August 2018, and our $28.4 million deferred financing obligation, both of which relateddue to our Deer Park outlet center,decision in 2020 to defer all capital projects except essential and
partially offsetting the increase, cash used in 2016 to acquire our venture partners' interest in our Westgate joint venture and Savannah joint venture.

Financing Activities

The decrease in net cash used in financing activities from 2016 to 2017 is primarily associated with the following:

lower outstanding borrowing amounts in 2017 to fund the Company's development needs, net of asset sales proceeds, life-safety projects, due to a significant portion of the 2016 development needs being funded with the $121.3 million held in restricted cash during that period,
a special dividend of approximately $21.0 million that was paid during 2016, and
offsetting the decrease, $49.4 million used to repurchase Operating Partnership units in 2017.

The following table sets forth our changes inimpact on cash flows from 2016 and 2015 (in thousands):caused by the COVID-19 pandemic.
  2016 2015 Change
Net cash provided by operating activities $239,299
 $221,818
 $17,481
Net cash used in investing activities (45,501) (221,827) 176,326
Net cash provided by (used in) financing activities (203,467) 6,854
 (210,321)
Effect of foreign currency rate changes on cash and equivalents 316
 (1,099) 1,415
Net increase (decrease) in cash and cash equivalents $(9,353) $5,746
 $(15,099)




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Operating Activities

In 2016, our cash provided by operating activities was positively impacted by a number of factors, including an increase in operating income as a result of the net growth in leasable square feet in our portfolio of outlet centers and an increase in distributions from our unconsolidated joint ventures.

Investing Activities

The decrease in net cash used in investing activities from 2015 to 2016 is primarily associated with the following:


We used restricted cash of $121.3expect total capital expenditures for 2022 to be approximately $125.0 million in 2016, which was received in 2015, to repay a portion of our $150.0 million floating rate mortgage loan, which had an original maturity date in August 2018, and our $28.4 million deferred financing obligation, both of which related to the Deer Park outlet center.
Cash provided from asset sales decreased in 2016 compared to 2015, as proceeds from the sales of our Fort Myers outlet center and an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501 were lower than the proceeds from the sale of our equity interest in the Wisconsin Dells outlet center in 2015.
Cash used for additions to rental property decreased in 2016 due to less new outlet center construction activity in 2016 as compared to 2015. The 2015 period included additions for our Foxwoods, Grand Rapids, and Southaven outlet centers, allcapital expenditures of which opened during 2015, while the 2016 period primarily included construction at our Daytona Beach outlet center.
Distributions in excess of earnings increased in the 2016 period due the Columbus joint venture closing on an interest-only mortgage loan of $85.0 million. The joint venture received net loan proceeds of $84.2 million and distributed them equally to the partners. Our share of the distribution was $42.1 million.
Partially offsetting the above items were the acquisitions of our venture partners' interest in our Westgate joint venture and Savannah joint venture and fewer contributions in the 2016 period to our unconsolidated joint ventures as a result of less development activity in the 2016 period compared to the 2015 period.

Financing Activities

The increase in net cash used in financing activities from 2015 to 2016 is primarily associated with the following:

Increase in cash distributions paid due to a special dividend that was paid in January 2016 and an increase in quarterly dividends paid to common shareholders in 2016.
Increase in cash used for debt repayments, which included the repayments of the Deer Park $150.0 million floating rate mortgage loan, the $10.0 million unsecured note payable, the $7.5 million unsecured term note, the Westgate $62.0 million floating rate mortgage and our Savannah $98.0 million floating rate mortgage.
Cash used for the payment of a deferred financing obligation to a former partner at Deer Park, which increased our legal ownership to 100%.
Partially offsetting the above items was an increase in borrowings including the public offering of an aggregate $350 million of 3.125% unsecured senior notes due September 2026, netting proceeds of approximately $344.5 million and an additional $75.0$45.2 million in proceeds received from an amendment2021. Based on our liquidity we expect to our unsecured term loan to increase the size of the loan from $250.0 million to $325.0 million. In 2015, new borrowings for notes, mortgages, loans totaled $90.8 million and was primarily related to construction draws related to the Southaven and Foxwoods mortgages. In 2015, we also repaid the mortgages at our Hershey and Ocean City outlet centers, which totaled $46.6 million.fund these capital expenditures in 2022.


Current Development Activities

We intend to continue to grow our portfolio by developing, expanding or acquiring additional outlet centers. In the section below, we describe the new developments that are either currently planned, underway or recently completed. However, you should note that any developments or expansions that we, or a joint venture that we are involved in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or FFO. See the section “Funds From Operations” in the Management's Discussion and Analysis section for further discussion of FFO.



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In addition, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the acquisition or disposition of properties. Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated, or if consummated, may not result in an increase in liquidity, net income or funds from operations.

New Development of Consolidated Outlet Centers

Fort Worth

In October 2017, we opened a 352,000 square foot wholly-owned outlet center in the greater Fort Worth, Texas area. The outlet center is located within the 279-acre Champions Circle mixed-use development adjacent to Texas Motor Speedway.

Lancaster Expansion

In September 2017, we opened a 123,000 square foot expansion of our outlet center in Lancaster, Pennsylvania.

Acquisition of Properties

Foxwoods

In November 2017, the Company successfully settled litigation with the estate of our former partner in the Foxwoods, Connecticut joint venture.  In return for mutual releases and no cash consideration, the estate tendered its partnership interest to the Company. Prior to this settlement, we had a 100% economic interest in the consolidated joint venture as a result of our preferred equity interest and the capital and distribution provisions in the joint venture agreement.

Disposition of Properties

Westbrook

In May 2017, we sold our Westbrook, Connecticut outlet center for approximately $40.0 million, which resulted in a gain of $6.9 million. The net proceeds were used to repurchase our common shares. See Share Repurchase Program, below.

New Development in Unconsolidated Real Estate Joint Ventures

From time to time, we form joint venture arrangements to develop outlet centers. See "Off-Balance Sheet Arrangements" for a discussion of unconsolidated joint venture development activities.

Other Potential Future Developments,

Acquisitions and Dispositions
As of the date of this filing, we are in the initial study period for potential new developments.developments, including a potential site in Nashville, Tennessee. We may also use joint venture arrangements to develop other potential sites. ThereHowever, there can be no assurance however, that these potential future developmentsprojects will ultimately be developed.


In the case of projects to be wholly-owned by us, we expect to fund these projects with borrowings under our unsecured lines of credit and cash flowflows from operations, but may also fund them with capital from additional public debt and equity offerings. For projects to be developed through joint venture arrangements, we may use collateralized construction loans to fund a portion of the project, with our share of the equity requirements funded from sources described above.



We intend to continue to grow our portfolio by developing, expanding or acquiring additional outlet centers. However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or funds from operations ("FFO"). See the section "Non-GAAP Supplemental Earnings Measures" - "Funds From Operations" below for further discussion of FFO. In addition, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the purchase or sale of properties. Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated, or if consummated, may not result in an increase in earnings or liquidity.

Unconsolidated Real Estate Joint Ventures
From time to time, we form joint venture arrangements to develop outlet centers. As of December 31, 2021, we have partial ownership interests in six unconsolidated outlet centers totaling approximately 2.1 million square feet, including two outlet centers in Canada. See Note 5 to the Consolidated Financial Statements for details of our individual joint ventures, including, but not limited to, carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.





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We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. We believe our joint ventures will be able to fund their operating and capital needs during 2022 based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance all or portion of its debt obligations, including the ability to exercise upcoming extensions of near term maturities.

Our joint ventures are typically encumbered by a mortgage on the joint venture property. 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. A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5% to 100% of principal. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.

Our joint ventures are generally subject to buy-sell provisions which are customary for joint venture agreements in the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), which could result in either the sale of our interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based on that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.

Future Debt Obligations
As described further in Note 8 of the notes to the consolidated financial statements, as of December 31, 2021, scheduled maturities of our existing long-term debt for 2022, 2023, 2024, 2025 and 2026 are $4.4 million, $44.9 million, $305.1 million, $1.5 million and $355.7 million, respectively. As of December 31, 2021, scheduled maturities after 2026 aggregate to $700.0 million.

Future Interest Payments
We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of December 31, 2021, these interest obligations total approximately $239.1 million and range from approximately $30.2 million to $41.1 million on an annual basis over the next five years.

Operating Lease Obligations
As described further in Note 20 of the notes to the consolidated financial statements, as of December 31, 2021, we had a total of $244.0 million of minimum operating lease obligations. These minimum lease payments range from approximately $5.7 million to $5.9 million on an annual basis over the next five years.

Other Contractual Obligations
Other contractual obligations totaled $22.9 million as of December 31, 2021. These obligations range from approximately $1.2 million to $15.8 million on an annual basis over the next five years. The majority of these contractual obligations relate to our solar initiative and installation of electric vehicle charging stations in 2022.









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Cash Flows

The following table sets forth our changes in cash flows from 2021 and 2020 (in thousands):

20212020Change
Net cash provided by operating activities$217,697 $164,818 $52,879 
Net cash used in investing activities(22,739)(18,771)(3,968)
Net cash used in financing activities(118,379)(77,593)(40,786)
Effect of foreign currency rate changes on cash and equivalents(177)(223)46 
Net increase in cash and cash equivalents$76,402 $68,231 $8,171 

Operating Activities
The increase in net cash provided by operating activities was primarily due to the collection of rent deferred from April and May of 2020 during the beginning of the COVID-19 pandemic. These rents were payable during 2021, the majority of which was due in the first quarter of 2021. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-COVID-19 Pandemic.” In addition, our cash collections normalized during 2021, whereas the second and third quarters of 2020 had uncollected and deferred contractual rents as a result of COVID-19.

Investing Activities
The primary cause for the increase in net cash used in investing activities was due to additions in rental property, additions to non-real estate assets, and additions to deferred lease costs, which was offset by increased distributions in excess of cumulative earnings from unconsolidated joint ventures.

Financing Activities
The primary cause for the increase in net cash used in financing activities was due to early redemption of $250.0 million of our 3.875% senior notes due December 2023 and $250.0 million of our 3.75% senior notes due 2024, including make whole premiums of $44.9 million. In addition, in March 2021 and June 2021, we paid down a total of $50.0 million of borrowings under our unsecured term loan with cash on hand. We also had higher dividend payments in 2021 compared to 2020. The increase in net cash used in financing activities was partially offset by proceeds received during 2021 from our August 2021 public offering of $400.0 million in senior notes due 2031 and sales of commons shares under our ATM Offering program generating net proceeds of approximately $187.0 million.

Financing Arrangements


See Notes 7 and 8 to the Consolidated Financial Statements, for details of our current outstanding debt, financing transactions that have occurred over the past three years and debt maturities. As of December 31, 2017,2021, unsecured borrowings represented 95%96% of our outstanding debt and 93%92% of the gross book value of our real estate portfolio was unencumbered. As of December 31, 2017, 15%2021, 3% of our outstanding debt, , excluding variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore werewas subject to market fluctuations.


2018 TransactionsWe intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders. The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in February 2024, that allows us to register unspecified amounts of different classes of securities. To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria. Based on cash provided by operations, existing lines of credit, ongoing relationships with certain financial institutions and our ability to sell debt or issue equity subject to market conditions, we believe that we have access to the necessary financing to fund the planned capital expenditures for at least the next twelve months.


Increased Borrowing Capacity
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We anticipate that adequate cash will be available to fund our operating and Extensionadministrative expenses, regular debt service obligations, and the payment of Unsecured Linesdividends in accordance with REIT requirements in both the short and long-term. Although we receive most of Credit

In January  2018, we closedour rental payments on amendmentsa monthly basis, distributions to shareholders and unitholders are typically made quarterly and interest payments on the senior, unsecured notes are made semi-annually. Amounts accumulated for such payments will be used in the interim to reduce the outstanding borrowings under our existing unsecured lines of credit or invested in short-term money market or other suitable instruments.

The extent to which increased the borrowing capacity from $520.0 millionCOVID-19 pandemic continues to $600.0 millionimpact our financial condition, results of operations and extendedcash flows will depend on future developments which are highly uncertain and cannot be predicted with confidence, including the maturity date from October 2019scope, severity and duration of the pandemic, the actions taken to October 2021, with a one-year extension option. We also reducedcontain the interest rate spread over LIBOR from 0.90% to 0.875%, increasedpandemic or mitigate its impact, the incremental borrowing availability through an accordion feature onor effectiveness of vaccines or treatments, future mutations or variants of the syndicated line from $1.0 billion to $1.2 billion. Loan origination costs associated withvirus, and the amendments totaled approximately $2.3 million. The amended facility retainsdirect and indirect economic effects of the $20.0 million liquidity linepandemic and includes a $580.0 million syndicated line. containment measures, among others.

As of December 31, 2017, we had $305.92021, our total liquidity was approximately $681.3 million, availableincluding cash and cash equivalents on our balance sheet and the full undrawn capacity under our $520 million unsecured lines of credit. Based on estimated monthly cash expenditures of approximately $28.6 million (excluding dividends and debt maturities) for 2022, we expect to have sufficient liquidity to meet our obligations for at least the next 12 months. For further discussion of COVID-19, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-COVID-19 Pandemic.”

We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the COVID-19 pandemic and the inherent uncertainty and unpredictability of the capital and credit after considering outstanding letters of credit of $6.0 million.markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our unsecured term loan due April 2024.


Southaven LoanEquity Offerings under the ATM Offering Program

In February 2018,2021, the consolidated joint venture that ownsCompany implemented the Tanger outlet centerATM Offering program whereby it may offer and sell the Company's common shares having an aggregate gross sales price of up to $250.0 million. During 2021, under this program, the Company sold 10.0 million shares at a weighted average price of $18.97 per share, generating net proceeds of $187.1 million and leaving a remaining authorization of $60.1 million. The proceeds were contributed to the Operating Partnership and then used primarily to reduce indebtedness as described in Southaven, Mississippi amendedthe sections immediately below.

Redemption of the 2023 and restated the $60.0 million mortgage loan secured by the property. The amended2024 Senior Notes and restated loan reduced the principal balance to $51.4 million, increased the interest rate from LIBOR + 1.75% to LIBOR + 1.80% and extended the maturity to April 2021, with a two-year extension option.

2017 Transactions

Interest Rate Swaps

In December 2017, we entered into three separate interest rate swap agreements, effective August 14, 2018 that fix the base LIBOR rate at an averagepublic offering of 2.20% on notional amounts totaling 150.0 million through January 1, 2021.

$300.0aggregate $400.0 Million Unsecured Senior Notes due 2027

2031
In July 2017,April 2021, we completed an underwritten public offeringa partial redemption of $300.0$150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due 2027 (the "2027 Notes").December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and the write-off of approximately $1.0 million of debt discount and debt origination costs. The 2027 Notesmake-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 99.579%98.552% of the principal amount to yield 3.926%2.917% to maturity. The 2027 Notesnotes pay interest semi-annually at a rate of 3.875%2.750% per annum and mature on July 15, 2027.September 1, 2031. The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $295.9$390.7 million. In August 2017, weWe used the net proceeds from the sale of the 2027 Notes, together with borrowings under our unsecured lines of credit,notes to redeem all of our 6.125%remaining 3.875% senior notes due 2020 (the "2020 Notes") (approximately $300.02023, $100.0 million in aggregate principal amount outstanding).outstanding, and all 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding. The 2020 Notes were redeemed at par plusredemptions occurred in September 2021 and included a “make-whole”make-whole premium of $31.9 million and the write-off of approximately $34.1 million. In addition, we wrote off approximately $1.5$1.9 million of unamortizeddebt discount and debt origination costs. The make-whole premium and the write-off of debt discount and debt origination costs related towas recorded as a loss on early extinguishment of debt within the 2020 Notes.consolidated statements of operations. The remaining proceeds were used for general corporate purposes.


Foxwoods Repayment


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Unsecured term loan
In October 2017,March 2021 and June 2021, we successfully settled litigation with the estatepaid down a total of our former partner in the Foxwoods, Connecticut joint venture.  In return for mutual releases and no cash consideration, the estate tendered its partnership interest to the Company. Prior to this settlement, we had a 100% economic interest in the consolidated joint venture as a result$50.0 million of our preferred equity interest and the capital and distribution provisions in the joint venture agreement.  In November 2017, we repaid the $70.3 million floating rate mortgage loan secured by the property with borrowings under itsour $350.0 million unsecured floating rate lines of credit.


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Capital Expenditures
The following table details our capital expenditures forterm loan with cash on hand, reducing the years ended December 31, 2017 and 2016, respectively (in thousands):
  2017 2016 Change
Capital expenditures analysis:      
New outlet center developments and expansions $110,783
 $112,831
 $(2,048)
Major outlet center renovations 20,227
 17,079
 3,148
Second generation tenant allowances 21,926
 11,307
 10,619
Other capital expenditures 22,448
 21,528
 920
  175,384
 162,745
 12,639
Conversion from accrual to cash basis (9,153) 2,315
 (11,468)
Additions to rental property-cash basis $166,231
 $165,060
 $1,171
New center development and expansion expenditures in the 2017 period, which include first generation tenant allowances, relatebalance outstanding to construction expenditures for our new Fort Worth and Daytona Beach outlet centers and the expansion of our Lancaster outlet center. The 2016 period included new center development and expansion expenditures for our Daytona Beach, Fort Worth, Lancaster, and Southaven outlet centers.
Major center renovations in the 2017 period included construction activities at our Riverhead, Rehoboth Beach, and Myrtle Beach Hwy 17 outlet centers. The 2016 period renovation expenditures included our Riverhead, Rehoboth Beach and Howell outlet centers.
Second generation tenant allowances increased due to the re-merchandising efforts to bring high volume tenants to 5 outlet centers during 2017.
Contractual Obligations and Commercial Commitments

The following table details our contractual obligations over the next five years and thereafter$300.0 million as of December 31, 2017 (in thousands):2021.

Contractual Obligations 2018 2019 2020 2021 2022 Thereafter Total
Debt (1)
 $63,184
 $211,469
 $3,566
 $330,793
 $4,436
 $1,167,114
 $1,780,562
Interest payments (2)
 57,899
 56,902
 51,775
 45,753
 42,982
 122,186
 377,497
Operating leases 7,523
 7,385
 7,187
 7,119
 7,190
 307,521
 343,925
  $128,606

$275,756

$62,528

$383,665

$54,608

$1,596,821

$2,501,984
(1)These amounts represent total future cash payments related to debt obligations outstanding as of December 31, 2017.
(2)These amounts represent future interest payments related to our debt obligations based on the fixed and variable interest rates specified in the associated debt agreements, including the effects of our interest rate swaps. All of our variable rate debt agreements are based on the one month LIBOR rate, thus for purposes of calculating future interest amounts on variable interest rate debt, the one month LIBOR rate as of December 31, 2017 was used.


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Unsecured Lines of Credit Amendments and Extension
In additionJune 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, allowed us to access the existing surge leverage provision, which provides for an increase to the contractual payment obligations shownmaximum thresholds to 65% from 60% for total leverage and unsecured leverage, for twelve months from July 1, 2020 to June 30, 2021, during which time share repurchases were 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 table above,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 have commitments of $2.2 million remaining as of December 31, 2017 relatedexpect to contracts to complete construction, development activity at outlet centers,remain in compliance with such covenants, the potential impacts from COVID-19 are highly uncertain and other capital expenditures throughout our consolidated portfolio. These amounts would be primarily funded by amounts available undertherefore could impact covenant compliance in the future.

In July 2021, we amended our unsecured lines of credit but could alsoand 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.

Other Financing Activity

In April 2021, Moody’s lowered the Company’s credit rating to Baa3, stable. As the Company no longer had a split rating between the rating agencies, the pricing over LIBOR for the lines of credit, term loan and facility fee increased to 1.20%, 1.25% and 0.25%, respectively, effective May 1, 2021.

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.

During 2021, we completed the principal payments of certain mortgage notes secured by other sources of capital, suchthe Atlantic City property with stated interest rates that ranged from 5.14% to 6.27% and which were scheduled to mature in 2021. The effective interest rate for the remaining notes remains 5.05% as collateralized construction loans or public debtestablished upon acquisition. The stated rates for the remaining secured notes ranged from 6.44% to 7.65% with maturity dates between December 2024 and equity offerings. In addition, we have commitments to pay approximately $7.2 million in tenant allowances for leases that are executed but where the tenant improvements have not been constructed. Payments are only made upon the tenant opening its store, completing its interior construction and submitting the necessary documentation required per its lease. Contractual commitments to complete construction and development activity related to our unconsolidated joint ventures amounted to approximately $136,000 at December 31, 2017, of which our portion was approximately $68,000. In addition, commitments related to tenant allowances at our unconsolidated joint ventures totaled approximately $1.0 million at December 31, 2017, of which our portion was approximately $500,000. Contractual commitments represent only those costs subject to contracts which are legal binding agreements as of December 31, 2017 and do not necessary represent the total cost to complete the projects.2026.


OurThe Operating Partnership’s debt agreements contain 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% on a cumulative basis.




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Debt Covenants

We have historically been, and currentlyat December 31, 2021 are, in compliance with all of our debt covenants. We expect to remain inThe ongoing financial impact of the COVID-19 pandemic could potentially negatively impact our future compliance with allfinancial covenants of our existingcredit facilities, term loan and other debt covenants; however, should circumstances arise thatagreements and result in a default and potentially an acceleration of indebtedness. Failure to comply with these covenants would cause usresult in a default which, if we were unable to becure or obtain a waiver from the lenders, could accelerate the repayment obligations. Further, in the event of default, the various lenders wouldCompany may be restricted from paying dividends to its shareholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on us. As a result, we have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to acceleratesell debt or issue equity subject to market conditions and proceeds from the maturity onpotential sale of non-core assets. We believe that we have access to the necessary financing to fund our outstanding debt.short-term liquidity needs.


WeAs of December 31, 2021, we believe our most restrictive financial covenants are contained in our senior, unsecured notes. Key financial covenants and their covenant levels, which are calculated based on contractual terms, include the following:

Senior unsecured notes financial covenantsRequiredRequiredActual
Total consolidated debt to adjusted total assets<60%< 60%41 51%
Total secured debt to adjusted total assets<40%< 40%2 3%
Total unencumbered assets to unsecured debt>150%232 %
Consolidated Income Available for Debt Service to Annual Debt Service Charge> 150%1.5 x5.1 187%x


We operate in a manner intended to enable us to qualify as a REIT underIn addition, key financial covenants for our lines of credit and term loan, include the Internal Revenue Code, or the Code. A REIT that distributes at least 90% of its taxable income to its shareholders each year and that meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. Based on our 2017 estimated taxable income to shareholders, we were required to distribute approximately $76.3 million to our shareholders in order to maintain our REIT status as described above. We distributed approximately $130.2 million. If in any taxable year the Company were to fail to qualify as a REIT and certain statutory relief provisions were not applicable, we would not be allowed a deduction for distributions to shareholders in computing taxable income and would be subject to U.S. federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on our taxable income at the regular corporate rate.


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Off-Balance Sheet Arrangements

The following table details certain information as of December 31, 2017 about various unconsolidated real estate joint ventures in which we have an ownership interest:2021:

Joint Venture Outlet Center Location Ownership % 
Square Feet
(in 000's)
 Carrying Value of Investment (in millions)
Columbus Columbus, OH 50.0% 355
 $1.1
National Harbor National Harbor, MD 50.0% 341
 2.5
RioCan Canada Various 50.0% 923
 115.8
Investments included in investments in unconsolidated joint ventures     $119.4
         
Charlotte(1)
 Charlotte, NC 50.0% 398
 $(4.1)
Galveston/Houston (1)
 Texas City, TX 50.0% 353
 (13.0)
Investments included in other liabilities     $(17.1)
(1)The negative carrying value is dueRequiredActual
Total Liabilities to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and increases or decreases from the equity in earnings of the joint venture.Total Adjusted Asset Value<60%40 %
Secured Indebtedness to Adjusted Unencumbered Asset Value< 35%5 %
EBITDA to Fixed Charges> 1.5 x4.1 
Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value<60%35 %
Unencumbered Interest Coverage Ratio> 1.5 x4.9 

Our joint ventures are generally subject
Dependingon the future economic impact of COVID-19, other covenants related to buy-sell provisions which are customary for joint venture agreements in the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), whichcredit facilities, term loans, and other debt obligations could result in either the salebecome one of our interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based on that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.most restrictive covenants.


We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5% to 100% of principal.  The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.

Charlotte

In July 2014, we opened an approximately 398,000 square foot outlet center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013. The joint venture has an outstanding interest-only mortgage loan for $90.0 million at an interest rate of LIBOR + 1.45%. The loan initially matures in November 2018, with the option to extend the maturity for one additional year. Our partner is providing property management, marketing and leasing services to the joint venture.

Columbus

In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio. The development was initially fully funded with equity contributed to the joint venture by Tanger and its partner. In November 2016, the joint venture closed on an interest-only mortgage loan of $85.0 million at an interest rate of LIBOR + 1.65%. The loan initially matures in November 2019, with two one-year extension options. The joint venture received net loan proceeds of $84.2 million and distributed them equally to the partners. We are providing property management, marketing and leasing services to the joint venture.


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Galveston/Houston

In October 2012, we opened an approximately 353,000 square foot outlet center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011. In July 2017, the joint venture amended and restated the initial construction loan to increase the amount available to borrow from $70.0 million to $80.0 million and extended the maturity date until July 2020 with two one-year options. The amended and restated loan also changed the interest rate from LIBOR + 1.50% to LIBOR + 1.65%. At the closing of the amendment, the joint venture distributed approximately $14.5 million equally between the partners. We are providing property management, marketing and leasing services to the outlet center.

National Harbor

In November 2013, we opened an approximately 341,000 square foot outlet center at National Harbor in the Washington, D.C. Metro area that was developed through, and is owned by, a joint venture formed in May 2011. The joint venture has an outstanding interest-only construction loan of $87.0 million with a maturity date of November 2019. The loan carries an interest rate of LIBOR + 1.65%. We are providing property management, marketing and leasing services to the joint venture.

RioCan Canada

We have a 50/50 co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire outlet centers in Canada. Under the agreement, any outlet centers developed or acquired will be branded as Tanger Outlet Centers. Prior to July 2017, we provided leasing and marketing services for the outlet centers and RioCan provided development and property management services.Subsequent to July 2017, we have agreed to provide marketing services for the outlet centers and RioCan has agreed to provide development, leasing and property management services.

In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Outlet Center in Canada. In March 2016, the co-owners opened an approximately 28,000 square foot expansion related to an anchor tenant bringing the total square feet of the outlet center to approximately 316,000 square feet. In 2016, the co-owners commenced construction on a 39,000 square foot expansion, which opened during the second quarter of 2017.

In November 2014, the co-owners opened an approximately 149,000 square foot expansion to the existing Cookstown Outlet Mall, bringing the total square feet of the outlet center to approximately 308,000 square feet.

Other properties owned by the RioCan Canada co-owners include Les Factoreries Saint-Sauveur and Bromont Outlet Mall. Les Factoreries Saint-Sauveur is approximately 116,000 square feet and the Bromont Outlet Mall is approximately 161,000 square feet.

Rental property held and used by our joint ventures are reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, the estimated future undiscounted cash flows associated with the asset is compared to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

During 2016, the joint venture determined for its Bromont, Quebec outlet center that the estimated future undiscounted cash flows of that property did not exceed the property's carrying value based on the reduction in the property's net operating income. Therefore, the joint venture recorded a $5.8 million non-cash impairment charge in its statement of operations, which equaled the excess of the property's carrying value over its fair value. The fair value was determined using the income approach whereby the joint venture considered the prevailing market income capitalization rates and stabilized net operating income projections. Our share of this impairment charge, $2.9 million, was recorded in equity in earningsDebt of unconsolidated joint ventures in our consolidated statement of operations.


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During 2017, the joint venture determined for its Bromont and Saint Sauveur, Quebec outlet centers that the estimated future undiscounted cash flows of those properties did not exceed the property's carrying value based on the joint venture's expectations of the future performance of the centers. Therefore, the joint venture recorded an $18.0 million non-cash impairment charge in its statement of operations, which equaled the excess of the properties carrying value over its fair value. The fair value was determined using a market approach considering the prevailing market income capitalization rates for similar assets. Our share of this impairment charge, $9.0 million, was recorded in equity in earnings of unconsolidated joint ventures in our consolidated statement of operations.


The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of December 31, 20172021 (dollars in millions):

Joint VentureTotal Joint
Venture Debt		Maturity DateInterest RatePercent Guaranteed by the Operating PartnershipMaximum Guaranteed Amount by the Company
Charlotte$100.0 July 20284.27 %— %$— 
Columbus71.0 November 2022LIBOR + 1.85%16.8 %11.9 
Galveston/Houston64.5 July 2023LIBOR + 1.85%15.5 %10.0 
National Harbor95.0 January 20304.63 %— %— 
Debt origination costs(1.0)
$329.5 $21.9 

Joint Venture Total Joint
Venture Debt		 Maturity Date Interest Rate Percent Guaranteed by the Operating Partnership Maximum Guaranteed Amount by the Company
Charlotte $90.0
 November 2018 LIBOR + 1.45% 5.0% $4.5
Columbus 85.0
 November 2019 LIBOR + 1.65% 7.5% 6.4
Galveston/Houston 80.0
 July 2020 LIBOR + 1.65% 12.5% 10.0
National Harbor(1)
 87.0
 November 2019 LIBOR + 1.65% 10.0% 8.7
RioCan Canada 10.7
 May 2020 5.75% 29.9% 3.2
Debt premium and debt origination costs (1.4)        
  $351.3
       $32.8
(1)100% completion guaranty; 10% principal guaranty.

Fees we received for various services provided to our unconsolidated joint ventures during 2017, 2016 and 2015, which we believe approximate current market rates, were recognized as follows (in thousands):
  Year Ended December 31,
  2017 2016 2015
Fees:      
Management and marketing $2,310
 $2,744
 $2,853
Development and leasing 124
 651
 1,827
Loan guarantee 18
 452
 746
Total Fees $2,452
 $3,847
 $5,426

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Critical Accounting Estimates


We believeThe preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the followingCompany’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting policies affect our more significantestimates are those related to impairment of long-lived assets, impairment of investments, revenue recognition and collectibility of operating lease receivables. Management considers these estimates critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates used inabout inherently uncertain matters. The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the preparation of our consolidated financial statements.

Principles of Consolidation

The consolidated financial statementsAudit Committee of the Company include its accounts and its consolidated subsidiaries, as well as the Operating Partnership and its consolidated subsidiaries. The consolidated financial statementsCompany’s Board of the Operating Partnership include its accounts and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.Directors.


The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activitiesEvaluation 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.

We consolidate properties that are wholly-owned or properties where we own less than 100% but we control. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIE"). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers various factors including the form of our ownership interest, our representation in an entity's governance, the size of our investment, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process to replace us as manager and or liquidate the venture, if applicable. If we do not evaluate these joint ventures correctly under the amended guidance, we could significantly overstate or understate our financial condition and results of operations.

Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.

Acquisition of Real Estate

We allocate the purchase price of acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, and the value of in-place leases and tenant relationships, if any. We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which generally range from 3 to 33 years. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. The values of below market leases that are considered to have renewal periods with below market rents are amortized over the remaining term of the associated lease plus the renewal periods when the renewal is deemed probable to occur. The value associated with in-place leases is amortized over the remaining lease term and tenant relationships is amortized over the expected term, which includes an estimated probability of the lease renewal. If a tenant terminates its lease prior to the contractual termination date of the lease and no rental payments are being made on the lease, any unamortized balance of the related deferred lease costs is written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.

If we do not allocate appropriately to the separate components of rental property, deferred lease costs and other intangibles or if we do not estimate correctly the total value of the property or the useful lives of the assets, our computation of depreciation and amortization expense may be significantly understated or overstated.


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Cost Capitalization

We capitalize costs incurred for the construction and development of properties, including interest, real estate taxes and salaries and related costs associated with employees directly involved. Capitalization of costs commences at the time the development of the property becomes probable and ceases when the property is substantially completed and ready for its intended use. We consider a construction project as substantially completed and ready for its intended use upon the completion of tenant improvements. We cease capitalization on the portion that is substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portion under construction. The amount of salaries and related costs capitalized for the construction and development of properties is based on our estimate of the amount of costs directly related to the construction or development of these assets. Interest costs are capitalized during periods of active construction for qualified expenditures based upon interest rates in place during the construction period until construction is substantially complete. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures with qualifying development activities.

Deferred charges includes deferred lease costs and other intangible assets consisting of fees and costs incurred to originate operating leases and are amortized over the expected lease term. Deferred lease costs capitalized includes amounts paid to third-party brokers and salaries and related costs of employees directly involved in originating leases. The amount of salaries and related costs capitalized is based on our estimate of the time and amount of costs directly related to originating leases.

If we incorrectly estimate the amount of costs to capitalize, we could significantly overstate or understate our financial condition and results of operations.

Impairment of Long-Lived Assets and Investments in Unconsolidated Entitieslong-lived assets


Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization and discount rates, and estimated holding periods for the applicable assets. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If we do not recognize impairments at appropriate timesour estimates of the projected future cash flows change based on uncertain market conditions or holding periods, our evaluation of impairment losses may be different and in appropriate amounts,such differences could be material to our consolidated balance sheet may overstate the value of our long-lived assets. Fair value is determined using an income approach whereby we consider the prevailing market income capitalization rates and stabilized net operating income projections. We recognized no impairment losses for our consolidated properties during the years ended December 31, 2017, 2016, and 2015, respectively. See Note 6 to the consolidated financial statements, for discussion of the impairment of our unconsolidated joint venture at our Bromont and Saint Sauveur, Quebec outlet centers during 2017 and our Bromont, Quebecstatements.

The Foxwoods outlet center, which is part of a casino property, continues to face leasing challenges that led to declines in 2016.

Onoccupancy and estimated operating cash flows. As a periodic basis,result, during December 2021, due to a decrease in the estimated hold period and declining operating results, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less thandetermined the carrying value of the investments,Foxwoods outlet center was not recoverable. Discount rates and such declineterminal 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. In estimating the fair value is deemedfor our Foxwoods outlet center, the terminal capitalization rate changed from 7.8% in 2020 to be other than temporary. To the extent8.3% in 2021. The discount rate changed from 8.5% in 2020 to 9.3% in 2021. We recorded an impairment has occurred, the loss shall be measured ascharge of $7.0 million in our consolidated statement of operations, which equaled the excess of the carrying amount of the investment over the value of the investment. our Foxwoods outlet center over its estimated fair value.

Evaluation of Impairment of investments

Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, changes in market rental rates and operating costs of the property. As theseThese above factors are considered in the estimation process and are subject to significant management judgment, difficult to predict and are subject tocontingent on future events that may alter our assumptions and the values estimated by us in our impairment analysis may not be realized.























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Revenue Recognitionrecognition and collectibility of operating lease receivables


Base rentals are recognizedWe, as a lessor, retain substantially all of the risks and benefits of ownership of our outlet centers and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the termterms of the lease. Asleases, when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Our assessment of collectability requires the exercise of considerable judgment and incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources, including declines in such conditions due to, or amplified by, the COVID-19 pandemic. When a provisiontenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at the Company’s properties on substantially similar terms. In the event that we determine accrued receivables are not probable of collection, lease if we makeincome will be recorded on a cash payment tobasis, with the corresponding tenant for purposes other than funding the construction of landlord assets, we defer the amount of such paymentsreceivable and straight-line rent receivable charged as a direct write-off against lease incentive. We amortize lease incentives as a reduction of base rental revenue over the term of the lease. Substantially all leases contain provisions which provide additional rents based on each tenants' sales volume (“percentage rentals”) and reimbursement of the tenants' share of advertising and promotion, common area maintenance, insurance and real estate tax expenses. Percentage rentals are recognized when specified targets that trigger the contingent rent are met. Expense reimbursements are recognizedincome in the period of the applicable expenses are incurred. Payments received fromchange in our collectability determination.

Our financial results for 2020 were materially adversely impacted by COVID-19. During the early terminationyear ended December 31, 2020, as a direct result of leases are recognizedthe 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 and (4) and write-offs of straight-line rents associated with the bankruptcies and uncollectible accounts. As of December 31, 2021, contractual fixed rents billed during 2020 that were deferred as revenue froma direct result of the time paymentCOVID-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.

During 2021, our business and financial results improved, and metrics such as average 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. The extent of future tenant requests for rent relief and the impact on our results of operations and cash flows is receivable until the tenant vacates the space.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.


NewRecent Accounting Pronouncements


See Note 2 to the consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued.



NON-GAAP SUPPLEMENTAL MEASURES


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Non-GAAP Supplemental Measures

Funds From Operations


Funds From Operations ("FFO"(“FFO”) is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"(“NAREIT”), of which we are a member. In December 2018, NAREIT issued “NAREIT Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. NAREIT defines FFO representsas net income (loss) (computedavailable to the Company’s common shareholders computed in accordance with GAAP) before extraordinary items and gains (losses) on sale or disposal of depreciable operating properties, plusGAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment losses onwrite-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate of consolidated real estateheld by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures including depreciation and amortization, and impairment lossescalculated to reflect FFO on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures.same basis.


FFO is intended to exclude historical cost depreciation of real estate as required by GAAP which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income.income (loss).


We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Adjusted Funds From Operations ("AFFO"),Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. NAREIT has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.


FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:


•FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;


•FFO does not reflect changes in, or cash requirements for, our working capital needs;


•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and


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FFO, which includes discontinued operations, may not be indicative of our ongoing operations; and

•Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.


Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.


Adjusted


58


Core Funds From Operations


We present AFFO,Core FFO (formerly referred to as AFFO) as a supplemental measure of our performance. We define AFFOCore FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below.below, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating AFFOCore FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of AFFOCore FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.


We present AFFOCore FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use AFFOCore FFO when certain material, unplanned transactions occur as a factor in evaluating management'smanagement’s performance and to evaluate the effectiveness of our business strategies, and may use AFFOCore FFO when determining incentive compensation.


AFFOCore FFO has limitations as an analytical tool. Some of these limitations are:


AFFO•Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;


AFFO•Core FFO does not reflect changes in, or cash requirements for, our working capital needs;


•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and AFFOCore FFO does not reflect any cash requirements for such replacements;


AFFO•Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and


•Other companies in our industry may calculate AFFOCore FFO differently than we do, limiting its usefulness as a comparative measure.


Because of these limitations, AFFOCore FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using AFFOCore FFO only as a supplemental measure.






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Below is a reconciliation of net income (loss) to FFO available to common shareholders and AFFOCore FFO available to common shareholders (in thousands, except per share amounts):(1)
 202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Adjusted for:
Depreciation and amortization of real estate assets - consolidated107,698 114,021 120,856 
Depreciation and amortization of real estate assets - unconsolidated joint ventures11,618 12,024 12,512 
Impairment charges - consolidated (1)
6,989 67,226 37,610 
Impairment charges - unconsolidated joint ventures— 3,091 — 
Loss on sale of joint venture property, including foreign currency effect (2)
3,704 — 3,641 
Gain on sale of assets— (2,324)(43,422)
FFO139,567 156,025 223,925 
FFO attributable to noncontrolling interests in other consolidated partnerships— (190)(195)
Allocation of earnings to participating securities(1,453)(1,713)(1,991)
FFO available to common shareholders (3)
$138,114 $154,122 $221,739 
As further adjusted for:
Compensation related to voluntary retirement plan and other executive officer severance and retirement (4)
3,579 573 4,371 
Casualty gain(969)— — 
Gain on sale of outparcel— (992)— 
Loss on early extinguishment of debt (5)
47,860 — — 
Impact of above adjustments to the allocation of earnings to participating securities(224)5 (35)
Core FFO available to common shareholders (3)
$188,360 $153,708 $226,075 
FFO available to common shareholders per share - diluted (3)
$1.29 $1.58 $2.27 
Core FFO available to common shareholders per share - diluted (3)
$1.76 $1.57 $2.31 
Weighted Average Shares:
Basic weighted average common shares100,418 92,618 92,808 
Effect of notional units809 — — 
Effect of outstanding options and restricted common shares752 — — 
Diluted weighted average common shares (for earnings per share computations)101,979 92,618 92,808 
Effect of outstanding options— 94 
Exchangeable operating partnership units4,790 4,903 4,958 
Diluted weighted average common shares (for FFO and Core FFO per share computations) (3)
106,769 97,615 97,766 
  2017 2016 2015
Net income $71,876
 $204,329
 $222,168
Adjusted for:      
Depreciation and amortization of real estate assets - consolidated 125,621
 113,645
 102,515
Depreciation and amortization of real estate assets - unconsolidated joint ventures 13,857
 18,910
 20,053
Impairment charges - unconsolidated joint ventures 9,021
 2,919
 —
Gain on sale of assets and interests in unconsolidated entities (6,943) (4,887) (120,447)
Gain on previously held interests in acquired joint ventures —
 (95,516) —
FFO 213,432
 239,400
 224,289
FFO attributable to noncontrolling interests in other consolidated partnerships (265) (348) 268
Allocation of earnings to participating securities (1,943) (2,192) (2,408)
FFO available to common shareholders  (1)
 $211,224
 $236,860
 $222,149
As further adjusted for:      
Compensation related to director and executive officer terminations  (2)
 —
 1,180
 (731)
Acquisition costs —
 487
 —
Demolition costs —
 441
 —
Gain on sale of outparcel —
 (1,418) —
Abandoned pre-development costs 528
 —
 —
Recoveries from litigation settlement (1,844) —
 —
Make-whole premium due to early extinguishment of debt (3)

 34,143
 —
 —
Write-off of debt discount and debt origination costs due to early extinguishment of debt (3)
 1,483
 882
 —
Impact of above adjustments to the allocation of earnings to participating securities (238) (15) 8
AFFO available to common shareholders (1)
 $245,296
 $238,417
 $221,426
FFO available to common shareholders per share - diluted (1)
 $2.12
 $2.36
 $2.23
AFFO available to common shareholders per share - diluted (1)
 $2.46
 $2.37
 $2.22
Weighted Average Shares:      
Basic weighted average common shares 94,506
 95,102
 94,698
Effect of notional units —
 175
 —
Effect of outstanding options and restricted common shares 16
 68
 61
Diluted weighted average common shares (for earnings per share computations) 94,522
 95,345
 94,759
Exchangeable operating partnership units 5,027
 5,053
 5,079
Diluted weighted average common shares (for FFO and AFFO per share computations) (1)
 99,549
 100,398
 99,838
(1)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
(2)For the year ended December 31, 2016, represents cash severance and accelerated vesting of restricted shares associated with the departure of an officer in August 2016 and the accelerated vesting of restricted shares due to the death of a director in February 2016. For the year ended December 31, 2015, represents the reversal of certain share-based compensation awards previously recognized on awards not expected to vest due to the announcement that the Company’s then Chief Financial Officer would retire in May 2016.
(3)For the year end December 31, 2017, charges related to the redemption of our $300.0 million 6.125% senior notes due 2020. For the year ended December 31, 2016, charges relate to the January 28, 2016 early repayment of the $150.0 million mortgage secured by the Deer Park property, which was scheduled to mature August 30, 2018.

(1)The 2020 amount includes $4.0 million of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center. The 2021 amount includes $563,000 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.

(2)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.

(3)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.

(4)The 2019 amount represents the accelerated recognition of compensation cost entitled to be received by the Company’s former President and Chief Operating Officer per the terms of a transition agreement executed in connection with his retirement. The 2020 and 2021 amounts include compensation cost related to a voluntary retirement plan offer which required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021. The 2021 amount also includes other executive officer severance costs incurred during 2021.

(5)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023 for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.



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Portfolio Net Operating Income and Same Center NOI


We present portfolio net operating income ("(“Portfolio NOI"NOI”) and same center net operating income (“Same Center NOINOI”) as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, impairment charges and gains or losses on the sale of outparcelsassets recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods.


We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or AFFO.Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.


Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation to or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.





























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Below is a reconciliation of net income (loss) to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands):
20212020
Net income (loss)$9,558 $(38,013)
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(8,904)(1,126)
Interest expense52,866 63,142 
Gain on sale of assets— (2,324)
Loss on early extinguishment of debt (1)
47,860 — 
Other (income) expense1,595 (925)
Impairment charges6,989 67,226 
Depreciation and amortization110,008 117,143 
Other non-property (income) expenses165 1,359 
Corporate general and administrative expenses66,023 48,172 
Non-cash adjustments (2)
2,316 6,170 
Lease termination fees(2,225)(12,125)
Portfolio NOI - Consolidated286,251 248,699 
Non-same center NOI - Consolidated(1,483)(2,454)
Same Center NOI - Consolidated (3)
$284,768 $246,245 
  2017 2016
Net income $71,876
 $204,329
Adjusted to exclude:    
Equity in earnings of unconsolidated joint ventures (1,937) (10,872)
Interest expense 64,825
 60,669
Gain on sale of assets (6,943) (6,305)
Gain on previously held interests in acquired joint ventures —
 (95,516)
Loss on early extinguishment of debt 35,626
 —
Other non-operating income (2,724) (1,028)
Depreciation and amortization 127,744
 115,357
Other non-property expenses 1,232
 382
Abandoned pre-development costs 528
 —
Acquisition costs —
 487
Demolition Costs —
 441
Corporate general and administrative expenses 43,767
 46,138
Non-cash adjustments (1)
 (2,721) (3,613)
Termination rents (3,633) (3,599)
Portfolio NOI 327,640
 306,870
Non-same center NOI (2)
 (42,450) (23,072)
Same Center NOI $285,190
 $283,798
(1)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023 for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.
(2)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(3)Sold outlet centers excluded from Same Center NOI Cash Basis:
(1)Non-cash items include straight-line rent, net above and below market rent amortization and gains or losses on outparcel sales, as applicable.
(2)Excluded from Same Center NOI:
Outlet centers opened:Outlet centers sold:Outlet centers acquired:Outlet center expansions:
Daytona BeachTerrellNovember 2016Fort MyersJanuary 2016Glendale (Westgate)June 2016LancasterSeptember 2017August 2020
Fort WorthJeffersonvilleOctober 2017WestbrookMay 2017SavannahAugust 2016January 2021























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Adjusted EBITDA, EBITDAre and Adjusted EBITDAre

We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive officer severance, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, casualty gains and losses, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
•They do not reflect our interest expense;

•They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;

•Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and

•Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.
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Below is a reconciliation of Net Income (loss) to Adjusted EBITDA (in thousands):
202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Adjusted to exclude:
Interest expense52,866 63,142 61,672 
Depreciation and amortization110,008 117,143 123,314 
Impairment charges - consolidated (1)
6,989 67,226 37,610 
Impairment charge - unconsolidated joint ventures— 3,091 — 
Loss on sale of joint venture property, including foreign currency effect (2)
3,704 — 3,641 
Gain on sale of assets— (2,324)(43,422)
Compensation related to voluntary retirement plan and other executive severance (3)
3,579 573 4,371 
Casualty gain(969)— — 
Gain on sale of outparcel - unconsolidated joint ventures— (992)— 
Loss on early extinguishment of debt (4)
47,860 — — 
Adjusted EBITDA$233,595 $209,846 $279,914 

Below is a reconciliation of Net Income (loss) to EBITDAre and Adjusted EBITDAre (in thousands):
202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Adjusted to exclude:
Interest expense52,866 63,142 61,672 
Depreciation and amortization110,008 117,143 123,314 
Impairment charges - consolidated (1)
6,989 67,226 37,610 
Impairment charge - unconsolidated joint ventures— 3,091 — 
Loss on sale of joint venture property, including foreign currency effect (2)
3,704 — 3,641 
Gain on sale of assets— (2,324)(43,422)
Pro-rata share of interest expense - unconsolidated joint ventures5,858 6,545 8,117 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures11,618 12,024 12,458 
EBITDAre$200,601 $228,834 $296,118 
Compensation related to voluntary retirement plan and other executive officer severance (3)
3,579 573 4,371 
Casualty gain(969)— — 
Gain on sale of outparcel - unconsolidated joint ventures— (992)— 
Loss on early extinguishment of debt (4)
47,860 — — 
Adjusted EBITDAre$251,071 $228,415 $300,489 
(1)The 2020 amount includes $4.0 million of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center. The 2021 amount includes $563,000 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
(2)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(3)The 2019 amount represents the accelerated recognition of compensation cost entitled to be received by the Company’s former President and Chief Operating Officer per the terms of a transition agreement executed in connection with his retirement. The 2020 and 2021 amounts include compensation costs related to a voluntary retirement plan offer which required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021. The 2021 amount also includes other executive officer severance costs incurred during 2021.
(4)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023 for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.

64


Economic Conditions and Outlook


We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our tenants and business partners. For further discussion of COVID-19, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 Pandemic.”

The majority of our leases contain provisions designed to mitigate the impact of inflation. Such provisions include clauses for the escalation of base rent and clauses enabling us to receive percentage rentals based on tenants'tenants’ gross sales (above predetermined levels, which we believe often are lower than traditional retail industry standards)levels) which generally increase as prices rise. A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in costs and operating expenses resulting from inflation.


A portion of our rental revenues are derived from percentage rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants'tenants’ sales would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, health concerns, legislative changes that increase the cost of their operations or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales.


62



The current challenging retail environment could impact our business As a result of the COVID-19 pandemic, we saw reductions in rental revenues during 2020 as a result of declines in the short-term assales volumes of certain tenants. However, during 2021, our operations are subjecttenants' average sales per square foot for the consolidated portfolio was the highest in our company's history, resulting in significant increases in rental revenues compared to the results of operationsprior year.
In addition, certain of our retail tenants. While we believe outlet stores will continuelease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to bepay reduced rent and/or terminate a profitable and fundamental distribution channel for many brand name manufacturers, some retail formats are more successful than others. As is typical in the retail industry, certain tenants have closed, or will close, certain stores by terminating their lease prior to its natural expiration if we fail to maintain certain occupancy levels or as a result of filing for protection under bankruptcy laws,retain specified named tenants, or if the tenant does not achieve certain specified sales targets. If our occupancy declines, certain outlet centers may request modificationsfall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to their existing lease terms. During 2017, 13 tenantspay reduced rents, which in our consolidated portfolio filed for bankruptcy protection, as compared to two tenants in 2016.  A number of retailers also engaged in brand wide restructurings during 2017 that resulted in store closings.  In selected circumstances in 2017, we strategically agreed to short term lease modifications to manage occupancy.  Partially as a result of these 2017 events, we currently expect our Same Center Net Operating Income for 2018 to be in the range of flat to down 1% compared to 2017.  Although we believe the number of bankruptcy filings, store closings and lease modifications in 2018 will be less than the levels experienced in 2017, we can give no assurance that the number of filings and store closings will actually be less.  If the level of bankruptcy filings, store closings and lease modifications during 2018 are at similar or greater amounts as those experienced in 2017,turn may negatively impact our results of operations and Same Center Net Operating Income could be further negatively impacted.

Due to the relatively short-term nature of our tenants' leases, a significant portion of the leases in our portfolio come up for renewal each year. At January 1, 2017, we had approximately 1.5 million square feet, or 12% ofoperations. Our occupancy at our consolidated portfoliocenters improved from 92% at that time coming up for renewal during 2017, excluding the Westbrook outlet center, which was sold inend of 2020 to 95% at the second quarterend of 2017, and 1.7 million square feet, or 13%, of our current consolidated portfolio will come up for renewal in 2018. During 2017, we renewed 84%of the square feet that came up for renewal. In addition, we completed renewals and re-tenanted space totaling 1.7 million square feet at a blended 9% increase in average base rental rates compared to the expiring rates. While we continue to attract and retain additional tenants, there can be no assurance that we can achieve similar base rental rates. In addition, if we were unable to successfully renew or re-lease a significant amount of this space on favorable economic terms, the loss in rent could have a material adverse effect on our results of operations.2021.


Our outlet centers typically include well-known, national, brand name companies. By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, and Canada,we believe we reduce our operating and leasing risks. No one tenant (including affiliates) accounts for more than 8% of our square feet or 7% of our combined baserental revenues.

Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year. During 2022, approximately 2.1 million square feet, or 17% to the total portfolio including our share of unconsolidated joint ventures, will come up for renewal. For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of January 31, 2022, we had lease renewals executed or in process for 29.8% of the space scheduled to expire during 2022 compared to 42.9% of the space scheduled to expire during 2021 that was executed or in process as of January 31, 2021. As of January 31, 2022, we had lease renewals executed or in process for approximately 77.7% of the space that came up for renewal in 2021.

The current challenging retail environment has impacted our business as our operations are subject to the operating results and percentage rental revenues. Accordingly, althoughoperating decisions of our retail tenants. We are encouraged by the recent improvement in traffic and sales trends, which in many cases are exceeding 2019 levels, and the fact that collections of monthly rents have normalized. However, many retailers across the country are currently facing, or expect to face, potential logistics and staffing issues. While we can give no assurance, we do not expect any material adversebelieve many of these retailers are proactively navigating this situation, the ultimate impact on our results of operationslabor and financial conditionsupply chain issues is unknown.

We may continue to experience pressure from current vacancies, potential additional store closures and potential rent modifications. As is typical in the retail industry, certain tenants have closed, or will close, certain stores by terminating their lease prior to its contractual expiration or as a result of leasesfiling for protection under bankruptcy laws, or may request modifications to their existing lease terms. We recaptured approximately 136,000 square feet within our consolidated portfolio during the year ended December 31, 2021 related to bankruptcies and brand-wide restructurings by retailers, compared to 903,000 square feet for the year ended December 31, 2020.
65



We believe outlet stores will continue to be reneweda profitable and fundamental distribution channel for many brand name manufacturers. While we continue to attract and retain additional tenants, if we were unable to successfully renew or stores tore-lease a significant amount of this space on favorable economic terms or in a timely manner, the loss in rent and our Same Center NOI could be released.further negatively impacted in 2022. As a result of COVID-19, occupancy could be negatively impacted in 2022. Occupancy at our consolidated centers was 95.2% and 91.9% as of December 31, 20172021 and 2016, occupancy at our consolidated outlet centers was 97% and 98%,2020, respectively.



ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market Risk


We are exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. We are exposed to foreign currency risk on investments in outlet centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar. Cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activity, if applicable, or converted to US dollars and utilized to repay amounts outstanding under our unsecured lines of credit. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We generally do not hedge currency translation exposures.


Interest Rate Risk
63




We may periodically enter into certain interest rate protection and interest rate swap agreements to effectively convert existing floating rate debt to a fixed rate basis. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

In December 2017, we entered into three separate forward starting We currently have interest rate swap agreements effective August 14, 2018 thatto fix the base LIBOR rate at an average of 2.20%interest rates on outstanding debt with notional amounts totaling $150.0 million through January 1, 2021,
in April 2016, we entered into four separate interest rate swap agreements, effective April 13, 2016 that fix the base LIBOR rate at an average of 1.03% on notional amounts totaling $175.0 million through January 1, 2021 and
in October 2013, we entered into interest rate swap agreements that fix the base LIBOR rate at an average of 1.30% on notional amounts totaling $150.0 million and mature in August 2018.

The fair value of the interest rate swap agreements represents the estimated receipts or payments that would be made to terminate the agreement. As of December 31, 2017, the fair value of these contracts is a net asset balance of $5.3$300.0 million. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments of interest rate swaps are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, credit valuation adjustments are considered in the fair values to account for potential nonperformance risk, but were concluded to not be significant inputsSee Note 9 to the calculationConsolidated Financial Statements for the periods presented.additional details related to our outstanding derivatives.


As of December 31, 2017, 15%2021, 3% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore werewas subject to market fluctuations. An increaseA change in the LIBOR index of 100 basis points would result in an increase or decrease of approximately $2.7 million$401,000 in interest expense on an annual basis. The phase-out of LIBOR may result in additional interest rate risk and we have not yet determined an alternative benchmark rate.

The interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on the higher of our two investment grade credit ratings. Changes to our credit ratings could cause our interest rate spread to adjust accordingly. In April 2021, Moody’s lowered the Company’s credit rating to Baa3, stable. As the Company no longer had a split rating between the rating agencies, the pricing over LIBOR for the lines of credit, term loan and facility fee increased to 1.20%, 1.25% and 0.25%, respectively, effective May 1, 2021. As of December 31, 2021, there were no outstanding balances under our unsecured lines of credit. If additional decreases to our credit ratings occur, interest expense could increase depending upon the level of downgrade.

The information presented herein is merely an estimate and has limited predictive value. As a result, the ultimate effect upon our operating results of interest rate fluctuations will depend on the interest rate exposures that arise during the period, our hedging strategies at that time and future changes in the level of interest rates.


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

December 31, 2021December 31, 2020
Fair value of debt$1,445,337 $1,639,803 
Recorded value of debt$1,397,076 $1,567,886 
  December 31, 2017
 December 31, 2016
Fair value of debt $1,775,540
 $1,704,644
Recorded value of debt $1,763,651
 $1,687,866


A 100 basis point increase from prevailing interest rates at December 31, 20172021 and December 31, 20162020 would result in a decrease in fair value of total consolidated debt of approximately $77.9$66.0 million and $69.1$55.8 million, respectively. Refer to Note 1210 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments. In addition, the COVID-19 pandemic may impact markets, rates, behavior and other estimates used in the above scenarios.


66
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Foreign Currency Risk

We are also exposed to foreign currency risk on investments in outlet centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar. To mitigate some of the risk related to changes in foreign currency, cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activities, if applicable, or converted to US dollars and utilized to repay amounts outstanding under our unsecured lines of credit, if any. Accordingly, cash held in Canadian Dollars at any point in time is insignificant. We generally do not hedge currency translation exposures.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is set forth on the pages indicated in Item 15(a) below.


ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The information required by this Item 9 was previously reported in the Company’s and the Operating Partnership’s Current Report on Form 8-K and Form 8-K/A amending such Form 8-K that was filed with the Securities and Exchange Commission on September 11, 2015 and March 2, 2016, respectively.ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Not applicable.



64ITEM 9A.    CONTROLS AND PROCEDURES



ITEM 9A.CONTROLS AND PROCEDURES


Tanger Factory Outlet Centers, Inc.

(a)Evaluation of disclosure control procedures.


(a)Evaluation of disclosure control procedures.

The President and Chief Executive Officer, Steven B. TangerStephen 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 on December 31, 2017and concluded that, as of that date,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 its principal executive officerthe President and principal financial officer,Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


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

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

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

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

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

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


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

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

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

67


The Company's management has evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 20172021 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, the Company's management has concluded that the Company's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2017.2021.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 


The effectiveness of the Company's internal control over financial reporting as of December 31, 20172021 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, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


65(c)There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




Tanger Properties Limited Partnership

(a)Evaluation of disclosure control procedures.


(a)Evaluation of disclosure control procedures.

The President and Chief Executive Officer, Steven B. TangerStephen J. Yalof (Principal Executive Officer), and Vice President and Treasurer,Chief Financial Officer, James F. Williams (Principal Financial Officer) of Tanger GP Trust,Factory Outlet Centers, Inc., sole general partner of the Operating Partnership, evaluated the effectiveness of the registrant'sOperating Partnership's disclosure controls and procedures on December 31, 2017as defined in Rule 13a-15(e) and 15d-15(e) and concluded that, as of that date,December 31, 2021, the registrant'sOperating Partnership's disclosure controls and procedures were effective to ensure that the information the registrant is required to disclose in its filings with the Commission under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Exchange Act is accumulated and communicated to the registrant's management, including its principal executive officer and principaleffective.

(b)Management's report on internal control over financial officer, as appropriate to allow timely decisions regarding required disclosure.reporting.

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


Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, the Operating Partnership's Principal Executive Officer and Principal Financial Officer of the Operating Partnership's general partner, or persons performing similar functions, and effected by the Operating Partnership'sgeneral partner's board of trustees,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 Operating Partnership's management,Management, with the participation of the Operating Partnership's Principal Executive Officer and Principal Financial Officer of the general partner, is responsible for establishing and maintaining policies and procedures designed to maintain the adequacy of the Operating Partnership's internal control over financial reporting, including those policies and procedures that:

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

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

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


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

(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and the board of directors of Tanger Factory Outlet Centers, Inc., as the Operating Partnership's managementsole general partner; and

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

68


Management has evaluated the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 20172021 based on the criteria established in a report entitled Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, the Operating Partnership's management has concluded that the Operating Partnership's internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2017.2021.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 


The effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 20172021 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.



66ITEM 9B.OTHER INFORMATION




(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, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

All information required to be disclosed in a report on Form 8-K during the fourth quarter of 20172021 was reported.


ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III


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


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning the Company's directors required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182022 Annual Meeting of Shareholders.


The information concerning the Company's executive officers required by this Item is incorporated herein by reference to the section at the end of Part I, entitled “Executive“Information About The Executive Officers of Tanger Factory Outlet Centers, Inc.”

The information regarding compliance with Section 16 of the Exchange Act is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 2018 Annual Meeting of Shareholders.


The information concerning our Company Code of Ethics required by this Item, which is posted on our website at www.tangeroutlet.com, is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182022 Annual Meeting of Shareholders. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this annual reportAnnual Report on Form 10-K or any other report or document we file with or furnish to the SEC.


The additional information concerning our corporate governance required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182022 Annual Meeting of Shareholders.


69
ITEM 11.EXECUTIVE COMPENSATION



ITEM 11.EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182022 Annual Meeting of Shareholders.



ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

67




ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.


The information concerning the security ownership of certain beneficial owners and management required by this Item is incorporated by reference herein to the Company's Proxy Statement to be filed with respect to the Company's 20182022 Annual Meeting of Shareholders.


The table below provides information as of December 31, 20172021 with respect to compensation plans under which our equity securities are authorized for issuance. For each common share issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiaries. Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "common shares" is meant to also include corresponding units of the Operating Partnership.    
Plan Category(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders2,421,866 (1)$16.62 2,110,394 (2)
Equity compensation plans not approved by security holders1,000,000 (3)7.15 — 
Total3,421,866 $10.68 2,110,394 
(1)Includes (a) 595,600 common shares issuable upon the exercise of outstanding options (280,800 of which are vested and exercisable), (b) 418,107 restricted common shares that may be issued under the 2019 Performance Share Plan (the "2019 PSP") upon the satisfaction of certain conditions, (c) 788,013 restricted common shares that may be issued under the 2020 Performance Share Plan (the "2020 PSP") upon the satisfaction of certain conditions and (d) 620,146 restricted common shares that may be issued under the 2021 Performance Share Plan (the "2021 PSP") upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2019, 2020 and 2021 PSP awards, such restricted common shares are not included in the weighted average exercise price calculation.
(2)Represents common shares available for issuance under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.
(3)Includes 1,000,000 common shares issuable upon the exercise of outstanding options (500,000 of which are vested and exercisable) that were issued to our Chief Executive Officer, Stephen J. Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules. The options to purchase common shares have an exercise price of $7.15. One-fourth of the options vested on December 31, 2020, followed by another one-fourth which vested on December 31, 2021, and the remaining options will vest equally on each of December 31, 2022 and December 31, 2023, subject to Mr. Yalof’s continued employment through each vesting date. Vested options will become exercisable on and after the date the fair market value of the Common Shares underlying the options is at least equal to 110% of the exercise price of the options.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Plan Category 
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
 
(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
 
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2)
Equity compensation plans approved by security holders 834,611
 $30.42
 1,896,301
Equity compensation plans not approved by security holders —
 —
 —
Total 834,611
 $30.42
 1,896,301
(1)Includes (a) 231,200 common shares issuable upon the exercise of outstanding options (152,000 of which are vested and exercisable), (b) 311,111 restricted common shares that may be issued under the 2016 Outperformance Plan (the "2016 OPP") upon the satisfaction of certain conditions, and (c) 292,300 restricted common shares that may be issued under the 2017 Outperformance Plan (the "2017 OPP") upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2016 and 2017 OPP awards, such restricted common shares are not included in the weighted average exercise price calculation.
(2)Represents common shares available for issuance under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182022 Annual Meeting of Shareholders.

70


68





ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the Company's Proxy Statement to be filed with respect to the Company's 20182022 Annual Meeting of Shareholders.


PART IV


ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) and (2) Documents filed as a part of this report:


(a) (1) Financial Statements
Consolidated Balance Sheets - December 31, 20172021 and 20162020
Consolidated Statements of Operations - Years Ended December 31, 2017, 20162021, 2020 and 20152019
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2017, 20162021, 2020 and 20152019
Consolidated Statements of Shareholders' Equity - Years Ended December 31, 2017, 20162021, 2020 and 20152019
Consolidated Statements of Cash Flows - Years Ended December 31, 2017, 20162021, 2020 and 20152019
Consolidated Balance Sheets - December 31, 20172021 and 20162020
Consolidated Statements of Operations - Years Ended December 31, 2017, 20162021, 2020 and 20152019
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2017, 20162021, 2020 and 20152019
Consolidated Statements of Equity - Years Ended December 31, 2017, 20162021, 2020 and 20152019
Consolidated Statements of Cash Flows - Years Ended December 31, 2017, 20162021, 2020 and 20152019


(a) (2) Financial Statement Schedules


All other schedules have been omitted because of the absence of conditions under which they are required or because the required information is given in the above-listed financial statements or notes thereto.



69
71





3.Exhibits
3.Exhibits
Exhibit No.Description
3.1
Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.)
3.1A
3.1A
Amendment to Amended and Restated Articles of Incorporation dated May 29, 1996. (Incorporated by reference to Exhibit 3.1A to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.)
3.1B
3.1B
Amendment to Amended and Restated Articles of Incorporation dated August 20, 1998. (Incorporated by reference to Exhibit 3.1B to the Company's Annual Report on Form 10-K for the year ended December 31, 1998.)
3.1C
3.1C
Amendment to Amended and Restated Articles of Incorporation dated September 30, 1999. (Incorporated by reference to the Exhibit 3.1C to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)
3.1D
3.1D
Amendment to Amended and Restated Articles of Incorporation dated November 10, 2005. (Incorporated by reference to the exhibitsExhibit 3.1 to the Company's Current Report on Form 8-K dated November 10, 2005.)
3.1E
3.1E
Amendment to Amended and Restated Articles of Incorporation dated June 13, 2007. (Incorporated by reference to the exhibitsExhibit 3.1E of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.)
3.1F
3.1F
Articles of Amendment to Amended and Restated Articles of Incorporation dated August 27, 2008. (Incorporated by reference to the exhibitsExhibit 3.1F of the Company's current report on Form 8-K dated August 29, 2008).2008.)
3.1G
3.1G
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc. dated May 18, 2011. (Incorporated by reference to the exhibitsExhibit 3.1 of the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.)
3.1H
3.1 H
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc., dated May 24, 2012. (Incorporated by reference to the exhibitsExhibit 3.1H to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
3.2
3.2
By-laws of Tanger Factory Outlet Centers, Inc. restated to reflect all amendments through May 18, 2012. (Incorporated by reference to the exhibitsExhibit 3.2 to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
3.3
3.3
Amended and Restated Agreement of Limited Partnership for Tanger Properties Limited Partnership Second Amended and Restated Limited Partnership Agreement, dated August 30, 2013. (IncorporatedNovember 12, 2021 (incorporated by reference to the exhibitsExhibit 3.1 to the Company's Quarterly and Operating Partnership's Current Report on Form 10-Q for the quarter ended September 30, 2013)8-K dated November 12, 2021)
4.1
4.1Senior Indenture dated as of March 1, 1996. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
4.1A
4.1A
Sixth Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated July 2, 2009. (Incorporated by reference to the exhibitsExhibit 4.13 to the Company's Registration Statement on Form S-3 filed on July 2, 2009.)
4.1B
4.1B
Seventh Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated June 7, 2010. (Incorporated by reference to the exhibitsExhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated June 7, 2010.)
4.1C
4.1C
Eighth Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated November 25, 2013. (Incorporated by reference to exhibitsExhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated November 25, 2013.)
4.1D
Ninth Supplemental Indenture (Supplement to Senior Indenture dated March 1, 1996) dated November 21, 2014. (Incorporated by reference to exhibitsExhibit 4.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated November 21, 2014).2014.)

70



4.1E
4.1E
Tenth Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated August 8, 2016. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated August 8, 2016).2016.)
4.1F
4.1F
First Amendment, dated October 13, 2016, to Tenth Supplemental Indenture dated August 8, 2016. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated October 13, 2016).2016.)
4.1G
4.1G
Eleventh Supplemental Indenture (Supplement to Senior Indenture dated as of March 1, 1996) dated as of July 3, 2017. (Incorporated by reference to Exhibit 4.1 filed with the Company's and Operating Partnership's Report on Form 8-K dated July 3, 2017).2017.)
72



4.2
Description of Common Shares. (Incorporated by reference to Exhibit 4.2 to the Company’s and Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019)
10.1 *
Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014) (Incorporated by reference to the exhibitsExhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.)
10.1A *
2018 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. (Incorporated by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.)
10.1B*
2019 Declaration of Amendment to Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (As Amended and Restated as of April 4, 2014), as amended, dated as of March 29, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q dated August 5, 2019.)
10.2 *
Form of Non-Qualified Share Option Agreement between Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and certain employees. (Incorporated by reference to the exhibitsExhibit 10.1 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.)
10.3
10.3 *
Amended and Restated Employment Agreement of Steven B. Tanger dated December 14, 2016 (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated December 19, 2016.)

10.4 *
Amended and Restated Employment Agreement for Frank C. Marchisello, Jr., as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 31, 2008.)
10.5 *
Amended and Restated Employment Agreement for Lisa J. Morrison, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 31, 2008.)
10.6 *
Amended and Restated Employment Agreement for Carrie A. Geldner, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2009.)
10.7 *
Employment Agreement for Chad D. Perry, dated as of December 12, 2011. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.)
10.8 *
Employment Agreement for Thomas E. McDonough, dated August 23, 2010. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on form 8-K dated August 23, 2010.)
10.9 *
Amended and Restated Employment Agreement for James F. Williams, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)
10.10 *
Amended and Restated Employment Agreement for Virginia R. Summerell, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)
10.11 *
Employment Agreement for Charles A. Worsham, dated July 17, 2014. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.)
10.12Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
10.3A
10.12AAmendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.)

71



10.3B
10.12B
Second Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated September 4, 2002. (Incorporated by reference to the exhibitsExhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
10.3C
10.12C
Third Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated December 5, 2003. (Incorporated by reference to the exhibitsExhibit 10.11B to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
10.3D
10.12D
Fourth Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated August 8, 2006. (Incorporated by reference to the exhibitsExhibit 10.12D to the Company's and Operating Partnerships's Registration Statement on Form S-3, dated August 9, 2006.)
10.3E
10.12E
Fifth Amendment to Registration Rights Agreement among the Company, The Tanger Family Limited Partnership and Stanley K. Tanger dated August 10, 2009. (Incorporated by reference to exhibitsExhibit 1.2 to the Company's and Operating Partnership's Current Report on Form 8-K dated August 14, 2009.)
10.4
10.13
Registration Rights Agreement amount Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and DPSW Deer Park LLC. (Incorporated by reference to the exhibitsExhibit 10.2 to the Company's and the Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.)
10.5
10.14Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
10.6
10.15Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
10.7
10.16
COROC Holdings, LLC Limited Liability Company Agreement dated October 3, 2003. (Incorporated by reference to the exhibitsExhibit 10.1 to the Company's Current Report on Form 8-K dated December 8, 2003.)
73


10.8
10.17
Form of Shopping Center Management Agreement between owners of COROC Holdings, LLC and Tanger Properties Limited Partnership. (Incorporated by reference to the exhibitsExhibit 10.2 to the Company's Current Report on Form 8-K dated December 8, 2003.)
10.9 *
10.18 *
Form of Restricted Share Agreement between the Company and certain Officers. (Incorporated by reference to the exhibitsExhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)
10.19 *10.10*
Form of Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting.Directors. (Incorporated by reference to the exhibitsExhibit 10.20 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)
10.11*
10.19A *
Form of Amendment to Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)
10.20 *
Form of Restricted Share Agreement between the Company and certain Directors. (Incorporated by reference to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)
10.21 *
Restricted Share Agreement between the Company and Steven. B. Tanger dated February 28, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.)
10.22 *
Form of Tanger Factory Outlet Centers, Inc. Notional Unit Award Agreement between the Company and certain Officers. (Incorporated by reference to the exhibitsExhibit 10.2 to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2010.)
10.23 *
Form of 2013 Outperformance Plan Notional Unit Award agreement. (Incorporated by reference to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.)

72



10.12*
10.24*
Form of 2014 Outperformance Plan Notional Unit Award agreement. (Incorporated by reference to the exhibits to the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2014.)
10.25*
Form of 2015 Outperformance Plan Notional Unit Award agreement. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.)
10.26*
Form of 2016 Outperformance Plan Notional Unit Award agreement. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.)
10.27 *
Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. (Incorporated by reference to the exhibitsExhibit 10.24 to the Company's and the Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.)
10.13*
10.28
AmendedForm of 2018 Outperformance Plan Notional Unit Award agreement between the Company and Restated Credit Agreement, dated as of November 10, 2011, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Bank of America Merrill Lynch, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent and Branch Banking and Trust Company, as Documentation Agent. (IncorporatedCertain Officers.(Incorporated by reference to the exhibitsExhibit 10.2 to the Company's and Operating Partnership's CurrentQuarterly Report on Form 8-K dated November 15, 2011.10-Q for the quarter ended March 31, 2018.)

10.14*
10.29
Modification Agreement, dated October 24, 2013 toForm of 2018 Outperformance Plan Notional Unit Award agreement between the AmendedCompany and Restated Credit Agreement, dated as of November 10, 2011, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Bank of America Merrill Lynch, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent and Branch Banking and Trust Company, as Documentation Agent.Steven B. Tanger. (Incorporated by reference to the exhibitsExhibit 10.3 to the Company's and the Operating Partnership's AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended DecemberMarch 31, 2013.2018.)
10.15*
10.30
Second AmendedForm of 2018 Restricted Share Unit Agreement between the Company and Restated Credit Agreement, dated as of October 29, 2015 among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Thereto, Merrill Lynch, Pierce, Fenner & Smith Steven B. Tanger.(Incorporated Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent, Branch Banking and Trust Company, as Documentation Agent, PNC Bank, National Association as Document Agent, and Regions Bank as Managing Agent (Incorporated by reference to the exhibitsExhibit 10.4 to the Company's Annualand Operating Partnership's Quarterly Report on Form 10-K dated February 23, 2016).10-Q for the quarter ended March 31, 2018.)
10.16
10.31
Second Amended and Restated Term Loan Agreement dated as of October 29, 201525, 2018 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank Securities, LLC, SunTrust Robinson Humphrey, Inc.m and PNC Capital Markets LLC, as Joint Lead Arrangers, SunTrust Bank and PNC Bank, National Association, as Co-Syndication Agents, Regions Bank, as Documentation Agent and Wells Fargo Securities, LLC, as Sole Bookrunner, and the other lenders party thereto. (Incorporated by reference to the exhibitsExhibit 10.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated April 15, 2016.October 26, 2018.)
10.16A
10.32
First Amendment to Second Amended and Restated Term Loan Agreement dated as of April 13, 2016 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto (Incorporated by reference to the exhibitsExhibit 10.3 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 15, 2016).June 16, 2020.)

73



10.16B
10.33
Letter AgreementsSecond Amendment to Second Amended and Restated Term Loan Agreement, dated as of July 13, 2021, between Tanger Properties Limited Partnership, as the CompanyBorrower, Tanger Factory Outlet Centers, Inc., as the Guarantor, and Jack Africk dated February 6, 2014Wells Fargo Bank, National Association, as Administrative Agent, and May 16, 2014.the lenders party thereto. (Incorporated by reference to the exhibitsExhibit 10.3 to the Company'sCompany’s and Operating Partnership's QuarterlyPartnership’s Current Report on Form 10-Q for the quarter ended June 30, 2014.8-K dated July 14, 2021.)
10.17
10.34
ThirdFourth Amended and Restated Credit Agreement, dated as of January  9, 2018,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, Merrill Lynch, Pierce, Fenner  & Smith Incorporated,BofA Securities, Inc., Wells Fargo Securities, LLC, Truist Bank and USU.S. Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, as Syndication Agent, USU.S. Bank National Association and Truist Securities, Inc. as Syndication Agent, Suntrust Bank, as Documentation Agent, Branch Banking and Trust Company, as Documentation Agent, PNC Bank, National Association, as Document Agent, andAgents, Regions Bank and TD Bank, N.A. as Managing Agent. (IncorporatedAgents and BofA Securities, Inc. as Sustainability Agent (incorporated by reference to the exhibitsExhibit 10.1 to the Company's and Operating Partnership's Current Report on Form 8-K dated January 9, 2018.)July 14, 2021)
10.18
10.35
ThirdFourth Amended and Restated Liquidity Credit Agreement, dated as of January  9, 2018,July 13, 2021, by and among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto.Thereto (incorporated by reference to Exhibit 10.2 to the Company's and Operating Partnership's Current Report on Form 8-K dated July 14, 2021)
10.19
Second Amended and Restated Continuing Guaranty dated October 25, 2018 by and between Tanger Factory Outlet Centers, Inc. and Wells Fargo Bank, National Association. (Incorporated by reference to the exhibitsExhibit 10.2 to the Company's and Operating Partnership's Current Report on Form 8-K dated January 9,October 26, 2018.)
74


10.20*
Employment Agreement of Stephen Yalof Dated April 6, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 10, 2020.)
10.21*
First Amendment to Employment Agreement of Stephen Yalof Dated April 9, 2020 (Incorporated by reference to Exhibit 10.2 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated April 10, 2020.)
10.3610.22*
Second Amendment to Amended and Restated Term LoanEmployment Agreement of Steven B. Tanger Dated April 28, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s and Operating Partnership’s Current Report on Form 8-K dated asApril 29, 2020.)
10.23*
Form of January  9, 2018,Inducement Restricted Share Award Agreement between the Company and Stephen Yalof (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 dated April 10, 2020).
10.24*
Inducement Option Award Agreement between the Company and among Tanger Properties Limited Partnership, asStephen Yalof, dated April 10, 2020 (Incorporated by reference to Exhibit 10.5 to the Borrower, Company's and Operating Partnership's Quarterly Report on Form 10-Q dated May 11, 2020).
10.25
Tanger Factory Outlet Centers, Inc., as Executive Severance and Change of Control Plan, effective March 31, 2021 (incorporated by reference to Exhibit 10.1 to the Guarantor, Wells Fargo Bank, National Association, as Administrative Agent,Company’s and the lenders party thereto.Operating Partnership's Current Report on Form 8-K dated April 5, 2021)
10.26*
12.1
Ratio of EarningsTransition and Consulting Agreement between Tanger Factory Outlet Centers, Inc. and Lisa J. Morrison, dated September 9, 2021 (incorporated by reference to Fixed Charges and Ratio of EarningsExhibit 10.1 to Fixed Charges and Preferred Dividends.the Company's Current Report on Form 8-K/A dated September 10, 2021)
10.27*
12.2
RatioOffer Letter of EarningsLeslie A. Swanson, dated September 28, 2020 (incorporated by reference to Fixed ChargesExhibit 10.47 to the Company's and Ratio of Earnings to Fixed Charges and Preferred Distributions.Operating Partnership's Annual 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'sAnnual Report on Form 10-K dated February 22, 2022).
21.110.29*
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).
21.1
List of Subsidiaries of the Company. (incorporated by reference to Exhibit 21.1to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).
21.2
21.2
List of Subsidiaries of the Operating Partnership. (incorporated by reference to Exhibit 21.2 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).
22.1
List of Subsidiary Issuers and Guarantors of Registered Securities. (incorporated by reference to Exhibit 22.1 to the Company's and Operating Partnership's Annual Report on Form 10-K dated February 22, 2022).
23.123.1**
Consent of Deloitte & Touche LLP.LLP (Tanger Factory Outlet Centers, Inc.)
23.2**
23.2
Consent of Deloitte & Touche LLP.LLP (Tanger Properties Limited Partnership.)
31.1**
23.3
Consent of PricewaterhouseCoopers LLP.
23.4
Consent of PricewaterhouseCoopers LLP.
31.1
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
31.2**
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**
31.3
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
31.4**
31.4
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
32.1***
32.1
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
32.2***
32.2
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
32.3***
32.3
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.

74



32.4***
32.4
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
101.1The following Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership financial information for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Other Comprehensive Income (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.

75


101.INS**Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**Inline XBRL Taxonomy Extension Schema Document
101.CAL**Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**Inline XBRL Taxonomy Extension Definition Linkbase Document
104**Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement.

** Filed herewith.
*** Furnished herewith.
75
76







ITEM 16.FORM 10-K SUMMARY

ITEM 16.FORM 10-K SUMMARY
N/A

None.
76
77





SIGNATURES of Tanger Factory Outlet Centers, Inc.


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TANGER FACTORY OUTLET CENTERS, INC.
By:TANGER FACTORY OUTLET CENTERS, INC.
By:/s/ Steven B. TangerStephen J. Yalof
Steven B. Tanger
Chief Executive Officer

February 22, 2018

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

Stephen J. Yalof
Signature
TitleDate
/s/ Thomas J. Reddin
Thomas J. ReddinNon-Executive Chairman of the Board of DirectorsFebruary 22, 2018
/s/ Steven B. Tanger
Steven B. TangerDirector,President, Chief Executive Officer (Principal Executive Officer)February 22, 2018
/s/ James F. Williams
James F. WilliamsSenior Vice President and Chief Financial Officer (Principal Financial Officer)February 22, 2018
/s/ Thomas J. Guerrieri Jr.
Thomas J. Guerrieri Jr.Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)February 22, 2018
/s/ William G. Benton
William G. BentonDirectorFebruary 22, 2018
/s/ Jeffrey B. Citrin
Jeffrey B. CitrinDirectorFebruary 22, 2018
/s/ David B. Henry
David B. HenryDirectorFebruary 22, 2018
/s/ Thomas E. Robinson
Thomas E. RobinsonDirectorFebruary 22, 2018
/s/ Bridget M. Ryan-Berman
Bridget M. Ryan-BermanDirectorFebruary 22, 2018
/s/ Allan L. Schuman
Allan L. SchumanDirectorFebruary 22, 2018



November 28, 2022




77
78








SIGNATURES of Tanger Properties Limited Partnership


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TANGER PROPERTIES LIMITED PARTNERSHIP
By:TANGER PROPERTIES LIMITED PARTNERSHIP
By:Tanger GP Trust,FACTORY OUTLET CENTERS, INC., its sole general partner
By:/s/ Steven B. Tanger
Steven B. Tanger
Chief Executive Officer

February 22, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
By:/s/ Stephen J. Yalof
Signature
Stephen J. YalofTitleDate
/s/ Steven B. Tanger
Steven B. TangerChairman of the Board of Trustees,President, Chief Executive Officer (Principal Executive Officer)February 22, 2018
/s/ James F. Williams
James F. WilliamsVice President and Treasurer (Principal Financial Officer)February 22, 2018
/s/ Thomas J. Guerrieri Jr.
Thomas J. Guerrieri Jr.Vice President and Assistant Treasurer (Principal Accounting Officer)February 22, 2018
/s/ William G. Benton
William G. BentonTrusteeFebruary 22, 2018
/s/ Jeffrey B. Citrin
Jeffrey B. CitrinTrusteeFebruary 22, 2018
/s/ David B. Henry
David B. HenryTrusteeFebruary 22, 2018
/s/ Thomas J. Reddin
Thomas J. ReddinTrusteeFebruary 22, 2018
/s/ Thomas E. Robinson
Thomas E. RobinsonTrusteeFebruary 22, 2018
/s/ Bridget M. Ryan-Berman
Bridget M. Ryan-BermanTrusteeFebruary 22, 2018
/s/ Allan L. Schuman
Allan L. SchumanTrusteeFebruary 22, 2018


November 28, 2022


78
79





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Tanger Factory Outlet Centers, Inc. and subsidiaries (the "Company") as of December 31, 20172021 and 2016,2020, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows, for each of the twothree years in the period ended December 31, 2017,2021, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the twothree years in the period ended December 31, 2017,2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2018,2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matter


The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

Critical Audit Matter Description

Rental property held and used by the Company is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Company compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. Total rental property, net as of December 31, 2021, was approximately $1.7 billion. During the year ended December 31, 2021, the Company recorded an impairment charge of approximately $7.0 million.

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



F-1

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

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

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

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

◦With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology; (2) significant assumptions made, including the determination of discount rate, rental rates, growth rates, and capitalization rates; and (3) mathematical accuracy of the calculation by developing a range of independent estimates and comparing our estimates to those used by management.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 20182022


We have served as the Company's auditor since 2016.


F-1F-2




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Tanger Factory Outlet Centers, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Tanger Factory Outlet Centers, Inc. and subsidiaries (the “Company”) as of December 31, 2017,2021, 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, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017,2021, of the Company and our report dated February 22, 2018,2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 20182022


F-2




Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Tanger Factory Outlet Centers, Inc.:

In our opinion, the consolidated statements of operations, of comprehensive income, of shareholders’ equity and of cash flows for the year ended December 31, 2015 present fairly, in all material respects, the results of operations and cash flows of Tanger Factory Outlets, Inc. and its subsidiaries for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the year ended December 31, 2015 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
Charlotte, NC
February 23, 2016



F-3




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Tanger Properties Limited Partnership
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Tanger Properties Limited Partnership and subsidiaries (the "Operating Partnership") as of December 31, 20172021 and 2016,2020, the related consolidated statements of statements of operations, comprehensive income (loss), equity, and cash flows, for each of the twothree years in the period ended December 31, 2017,2021, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 20172021 and 2016,2020, and the results of its operations and its cash flows for each of the twothree years in the period ended December 31, 2017,2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2018,2022, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

Critical Audit Matter Description

Rental property held and used by the Operating Partnership is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such event, the Operating Partnership compares the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less than such carrying amount, recognizes an impairment loss in an amount by which the carrying amount exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. Total rental property, net as of December 31, 2021, was approximately $1.7 billion. During the year ended December 31, 2021, the Operating Partnership recorded an impairment charge of approximately $7.0 million.

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



F-4

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

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

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

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

◦With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology; (2) significant assumptions made, including the determination of discount rate, rental rates, growth rates, and capitalization rates; and (3) mathematical accuracy of the calculation by developing a range of independent estimates and comparing our estimates to those used by management.


/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 20182022



We have served as the Operating Partnership's auditor since 2016.


F-4F-5




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Tanger Properties Limited Partnership
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Tanger Properties Limited Partnership and subsidiaries (the “Operating Partnership”) as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017,2021, of the Operating Partnership and our report dated February 22, 2018,2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ Deloitte & Touche LLP

Charlotte, North Carolina
February 22, 20182022



F-5




Report of Independent Registered Public Accounting Firm

To the Partner of Tanger Properties Limited Partnership:

In our opinion, the consolidated statements of operations, of comprehensive income, of shareholders’ equity and of cash flows for the year ended December 31, 2015 present fairly, in all material respects, the results of operations and cash flows of Tanger Properties Limited Partnership and its subsidiaries for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule for the year ended December 31, 2015 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the inancial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP
Charlotte, NC
February 23, 2016


F-6

























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F-7




TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 December 31, December 31,
 2017 2016 20212020
Assets  
  
Assets  
Rental property:    Rental property:
Land $279,978
 $272,153
Land$268,269 $265,968 
Buildings, improvements and fixtures 2,793,638
 2,647,477
Buildings, improvements and fixtures2,532,489 2,527,404 
Construction in progress 14,854
 46,277
 3,088,470
 2,965,907
 2,800,758 2,793,372 
Accumulated depreciation (901,967) (814,583)Accumulated depreciation(1,145,388)(1,054,993)
Total rental property, net 2,186,503
 2,151,324
Total rental property, net1,655,370 1,738,379 
Cash and cash equivalents 6,101
 12,222
Cash and cash equivalents161,255 84,832 
Investments in unconsolidated joint ventures 119,436
 128,104
Investments in unconsolidated joint ventures82,647 94,579 
Deferred lease costs and other intangibles, net 132,061
 151,579
Deferred lease costs and other intangibles, net73,720 84,960 
Operating lease right-of-use assetsOperating lease right-of-use assets79,807 81,499 
Prepaids and other assets 96,004
 82,985
Prepaids and other assets104,585 105,282 
Total assets $2,540,105
 $2,526,214
Total assets$2,157,384 $2,189,531 
Liabilities and Equity    Liabilities and Equity
Liabilities    Liabilities
Debt:    Debt:
Senior, unsecured notes, net $1,134,755
 $1,135,309
Senior, unsecured notes, net$1,036,181 $1,140,576 
Unsecured term loans, net 322,975
 322,410
Unsecured term loans, net298,421 347,370 
Mortgages payable, net 99,761
 172,145
Mortgages payable, net62,474 79,940 
Unsecured lines of credit, net 206,160
 58,002
Unsecured lines of creditUnsecured lines of credit— — 
Total debt 1,763,651
 1,687,866
Total debt1,397,076 1,567,886 
Accounts payable and accrued expenses 90,416
 78,143
Accounts payable and accrued expenses92,995 88,253 
Operating lease liabilitiesOperating lease liabilities88,874 90,105 
Other liabilities 73,736
 54,764
Other liabilities78,650 84,404 
Total liabilities 1,927,803
 1,820,773
Total liabilities1,657,595 1,830,648 
Commitments and contingencies (Note 23) 
 
Commitments and contingencies (Note 21)Commitments and contingencies (Note 21)
Equity    Equity
Tanger Factory Outlet Centers, Inc.:    Tanger Factory Outlet Centers, Inc.:
Common shares, $.01 par value, 300,000,000 shares authorized, 94,560,536 and 96,095,891 shares issued and outstanding at December 31, 2017 and 2016, respectively 946
 961
Common shares, $0.01 par value, 300,000,000 shares authorized, 104,084,734 and 93,569,801 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectivelyCommon shares, $0.01 par value, 300,000,000 shares authorized, 104,084,734 and 93,569,801 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively1,041 936 
Paid in capital 784,782
 820,251
Paid in capital978,054 787,143 
Accumulated distributions in excess of net income (184,865) (122,701)Accumulated distributions in excess of net income(483,409)(420,104)
Accumulated other comprehensive loss (19,285) (28,295)Accumulated other comprehensive loss(17,761)(26,585)
Equity attributable to Tanger Factory Outlet Centers, Inc. 581,578
 670,216
Equity attributable to Tanger Factory Outlet Centers, Inc.477,925 341,390 
Equity attributable to noncontrolling interests:    Equity attributable to noncontrolling interests:
Noncontrolling interests in Operating Partnership 30,724
 35,066
Noncontrolling interests in Operating Partnership21,864 17,493 
Noncontrolling interests in other consolidated partnerships —
 159
Noncontrolling interests in other consolidated partnerships— — 
Total equity 612,302
 705,441
Total equity499,789 358,883 
Total liabilities and equity $2,540,105
 $2,526,214
Total liabilities and equity$2,157,384 $2,189,531 


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

F-7
F-8




TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

 For the years ended December 31,
 202120202019
Revenues:   
Rental revenues$407,766 $377,932 $463,946 
Management, leasing and other services6,411 4,936 5,419 
Other revenues12,348 7,123 8,983 
Total revenues426,525 389,991 478,348 
Expenses:   
Property operating140,736 137,135 157,734 
General and administrative65,817 47,733 53,790 
Impairment charges6,989 67,226 37,610 
Depreciation and amortization110,008 117,143 123,314 
Total expenses323,550 369,237 372,448 
Other income (expense):
Interest expense(52,866)(63,142)(61,672)
Loss on early extinguishment of debt(47,860)— — 
Gain on sale of assets— 2,324 43,422 
Other income (expense)(1,595)925 (2,761)
Total other income (expense)(102,321)(59,893)(21,011)
Income (loss) before equity in earnings of unconsolidated joint ventures654 (39,139)84,889 
Equity in earnings of unconsolidated joint ventures8,904 1,126 7,839 
Net income (loss)9,558 (38,013)92,728 
Noncontrolling interests in Operating Partnership(440)1,925 (4,678)
Noncontrolling interests in other consolidated partnerships— (190)(195)
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.$9,118 $(36,278)$87,855 
Basic earnings per common share:
Net income (loss)$0.08 $(0.40)$0.93 
Diluted earnings per common share:
Net income (loss)$0.08 $(0.40)$0.93 
  For the years ended December 31,
  2017 2016 2015
Revenues:  
  
  
Base rentals $323,985
 $308,353
 $289,688
Percentage rentals 9,853
 11,221
 10,157
Expense reimbursements 142,817
 133,818
 126,468
Management, leasing and other services 2,452
 3,847
 5,426
Other income 9,127
 8,595
 7,630
Total revenues 488,234
 465,834
 439,369
       
Expenses:  
  
  
Property operating 155,235
 152,017
 146,503
General and administrative 44,004
 46,696
 44,469
Acquisition costs —
 487
 —
Abandoned pre-development costs 528
 —
 —
Depreciation and amortization 127,744
 115,357
 103,936
Total expenses 327,511
 314,557
 294,908
Operating income 160,723
 151,277
 144,461
Other income (expense):      
Interest expense (64,825) (60,669) (54,188)
Loss on early extinguishment of debt (35,626) —
 —
Gain on sale of assets and interests in unconsolidated entities 6,943
 6,305
 120,447
Gain on previously held interest in acquired joint ventures —
 95,516
 —
Other non-operating income (expense) 2,724
 1,028
 (36)
Income before equity in earnings of unconsolidated joint ventures 69,939
 193,457
 210,684
Equity in earnings of unconsolidated joint ventures 1,937
 10,872
 11,484
Net income 71,876
 204,329
 222,168
Noncontrolling interests in Operating Partnership (3,609) (10,287) (11,331)
Noncontrolling interests in other consolidated partnerships (265) (298) 363
Net income attributable to Tanger Factory Outlet Centers, Inc. $68,002
 $193,744
 $211,200
       
Basic earnings per common share:      
Net income $0.71
 $2.02
 $2.20
       
Diluted earnings per common share:      
Net income $0.71
 $2.01
 $2.20


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

F-8
F-9






TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

For the years ended December 31,
 202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Other comprehensive income (loss):
Foreign currency translation adjustments3,883 1,783 7,917 
Change in fair value of cash flow hedges5,383 (2,934)(6,174)
Other comprehensive income (loss)9,266 (1,151)1,743 
Comprehensive income (loss)18,824 (39,164)94,471 
Comprehensive (income) loss attributable to noncontrolling interests(882)1,796 (4,960)
Comprehensive income (loss) attributable to Tanger Factory Outlet Centers, Inc.$17,942 $(37,368)$89,511 
  For the years ended December 31,
  2017 2016 2015
Net income $71,876
 $204,329
 $222,168
Other comprehensive income (loss):      
Foreign currency translation adjustments 8,138
 4,259
 (23,200)
Change in fair value of cash flow hedges 1,351
 4,609
 (711)
Other comprehensive income (loss) 9,489
 8,868
 (23,911)
Comprehensive income 81,365
 213,197
 198,257
Comprehensive income attributable to noncontrolling interests (4,353) (11,033) (9,749)
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc. $77,012
 $202,164
 $188,508


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



F-10
F-9





TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
  Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnerships
Total
 equity
Balance, December 31, 2014 $955
$791,566
$(281,679)$(14,023)$496,819
$26,417
$650
$523,886
Net income —
—
211,200
—
211,200
11,331
(363)222,168
Other comprehensive loss —
—
—
(22,692)(22,692)(1,219)—
(23,911)
Compensation under Incentive Award Plan —
15,550
—
—
15,550
—
—
15,550
Issuance of 28,400 common shares upon exercise of options —
788
—
—
788
—
—
788
Grant of 348,844 restricted common shares, net of forfeitures 4
(4)—
—
—
—
—
—
Withholding of 31,863 common shares for employee income taxes —
(1,125)—
—
(1,125)—
—
(1,125)
Contributions from noncontrolling interests —
—
—
—
—
—
461
461
Adjustment for noncontrolling interests in Operating Partnership —
(402)—
—
(402)402
—
—
Adjustment for noncontrolling interests in other consolidated partnerships —
6
—
—
6
—
(6)—
Exchange of 25,663 Operating Partnership units for 25,663 common shares —
—
—
—
—
—
—
—
Common dividends ($1.305 per share) —
—
(125,007)—
(125,007)—
—
(125,007)
Distributions to noncontrolling interests —
—
—
—
—
(6,622)(156)(6,778)
Balance, December 31, 2015 $959
$806,379
$(195,486)$(36,715)$575,137
$30,309
$586
$606,032
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(in thousands, except share and per share data)
Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
 equity
Balance, December 31, 2018$939 $778,845 $(272,454)$(27,151)$480,179 $25,356 $— $505,535 
Net income— — 87,855 — 87,855 4,678 195 92,728 
Other comprehensive income— — — 1,656 1,656 87 — 1,743 
Compensation under Incentive Award Plan— 18,504 — — 18,504 — — 18,504 
Grant of 242,167 restricted common share awards, net of forfeitures3 (3)— — — — — — 
Repurchase of 1,209,328 common shares, including transaction costs(12)(19,988)— — (20,000)— — (20,000)
Withholding of
131,873 common shares for employee income taxes
(1)(2,523)— — (2,524)— — (2,524)
Contributions from noncontrolling interests— — — — — — 47 47 
Adjustment for noncontrolling interests in Operating Partnership— 200 — — 200 (200)— — 
Exchange of 49,511 Operating Partnership units for 49,511 common shares— — — — — — — — 
Common dividends ($1.4150 per share)— — (132,664)— (132,664)— — (132,664)
Distributions to noncontrolling interests— — — — — (7,018)(242)(7,260)
Balance,
December 31, 2019
$929 $775,035 $(317,263)$(25,495)$433,206 $22,903 $— $456,109 

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



F-11
F-10




TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
  Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnerships
Total
 equity
Balance,
December 31, 2015
 $959
$806,379
$(195,486)$(36,715)$575,137
$30,309
$586
$606,032
Net income —
—
193,744
—
193,744
10,287
298
204,329
Other comprehensive income —
—
—
8,420
8,420
448
—
8,868
Compensation under Incentive Award Plan —
16,304
—
—
16,304
—
—
16,304
Issuance of 59,700 common shares upon exercise of options —
1,749
—
—
1,749
—
—
1,749
Grant of 173,124 restricted common shares, net of forfeitures 2
(2)—
—
—
—
—
—
Issuance of 24,040 deferred shares —
—
—
—
—
—
—
—
Withholding of
66,760 common shares for employee income taxes		 —
(2,177)—
—
(2,177)—
—
(2,177)
Contributions from noncontrolling interests —
—
—
—
—
—
35
35
Adjustment for noncontrolling interests in Operating Partnership —
(389)—
—
(389)389
—
—
Adjustment for noncontrolling interests in other consolidated partnerships —
4
—
—
4
—
(4)—
Acquisition of noncontrolling interest in other consolidated partnership —
(1,617)—
—
(1,617)—
(325)(1,942)
Exchange of 24,962 Operating Partnership units for 24,962 common shares —
—
—
—
—
—
—
—
Common dividends ($1.260 per share) —
—
(120,959)—
(120,959)—
—
(120,959)
Distributions to noncontrolling interests —
—
—
—
—
(6,367)(431)(6,798)
Balance,
December 31, 2016		 $961
$820,251
$(122,701)$(28,295)$670,216
$35,066
$159
$705,441
(in thousands, except share and per share data)

Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
 equity
Balance,
December 31, 2019
$929 $775,035 $(317,263)$(25,495)$433,206 $22,903 $— $456,109 
Net income (loss)— — (36,278)— (36,278)(1,925)190 (38,013)
Other comprehensive loss— — — (1,090)(1,090)(61)— (1,151)
Compensation under Incentive Award Plan— 12,926 — — 12,926 — — 12,926 
Grant of 611,350 restricted common share awards, net of forfeitures6 (6)— — — — — — 
Issuance of 6,258 deferred shares— — — — — — — — 
Withholding of 56,597 common shares for employee income taxes— (736)— — (736)— — (736)
Contributions from noncontrolling interests— — — — — — 72 72 
Adjustment for noncontrolling interests in Operating Partnership— (75)— — (75)75 — — 
Exchange of 116,530 Operating Partnership units for 116,530 common shares1 (1)— — — — — — 
Common dividends
($0.7125 per share)
— — (66,563)— (66,563)— — (66,563)
Distributions to noncontrolling interests— — — — — (3,499)(262)(3,761)
Balance,
December 31, 2020
$936 $787,143 $(420,104)$(26,585)$341,390 $17,493 $— $358,883 

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


F-12F-11




TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
 equity
Balance,
December 31, 2020
$936 $787,143 $(420,104)$(26,585)$341,390 $17,493 $— $358,883 
Net income— — 9,118 — 9,118 440 — 9,558 
Other comprehensive income— — — 8,824 8,824 442 — 9,266 
Compensation under Incentive Award Plan— 12,845 — — 12,845 — — 12,845 
Issuance of 42,100 common shares upon exercise of options— 266 — — 266 — — 266 
Grant of 569,779 restricted common share awards, net of forfeitures6 (6)— — — — — — 
Issuance of 10,009,263 common shares100 186,869 — — 186,969 — — 186,969 
Withholding of 139,293 common shares for employee income taxes(1)(2,146)— — (2,147)— — (2,147)
Adjustment for noncontrolling interests in Operating Partnership— (6,917)— — (6,917)6,917 — — 
Exchange of 33,084 Operating Partnership units for 33,084 common shares— — — — — — — — 
Common dividends
($0.7150 per share)
— — (72,423)— (72,423)— — (72,423)
Distributions to noncontrolling interests— — — — — (3,428)— (3,428)
Balance,
December 31, 2021
$1,041 $978,054 $(483,409)$(17,761)$477,925 $21,864 $— $499,789 
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
  Common sharesPaid in capitalAccumulated distributions in excess of earningsAccumulated other comprehensive income (loss)Total shareholders' equityNoncontrolling interest in Operating PartnershipNoncontrolling interests in other consolidated partnershipsTotal
equity
Balance, December 31, 2016 $961
$820,251
$(122,701)$(28,295)$670,216
$35,066
$159
$705,441
Net income —
—
68,002
—
68,002
3,609
265
71,876
Other comprehensive income —
—
—
9,010
9,010
479
—
9,489
Compensation under Incentive Award Plan —
14,629
—
—
14,629
—
—
14,629
Issuance of 1,800 common shares upon exercise of options —
54
—
—
54
—
—
54
Grant of 411,968 restricted common share awards, net of forfeitures 4
(4)—
—
—
—
—
—
Repurchase of 1,911,585 common shares, including transaction costs
 (18)(49,343)—
—
(49,361)—
—
(49,361)
Withholding of
69,886 common shares for employee income taxes		 (1)(2,435)—
—
(2,436)—
—
(2,436)
Contributions from noncontrolling interests —
—
—
—
—
—
13
13
Adjustment for noncontrolling interests in Operating Partnership —
1,630
—
—
1,630
(1,630)—
—
Acquisition of noncontrolling interest in other consolidated partnership —
—
—
—
—
—
(159)(159)
Exchange of 32,348 Operating Partnership units for 32,348 common shares —
—
—
—
—
—
—
—
Common dividends ($1.3525 per share) —
—
(130,166)—
(130,166)—
—
(130,166)
Distributions to noncontrolling interests —
—
—
—
—
(6,800)(278)(7,078)
Balance,
December 31, 2017
 $946
$784,782
$(184,865)$(19,285)$581,578
$30,724
$—
$612,302


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



F-13
F-12




TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 For the years ended December 31, For the years ended December 31,
 2017 2016 2015 202120202019
Operating Activities  
  
  
Operating Activities   
Net income $71,876
 $204,329
 $222,168
Adjustments to reconcile net income to net cash provided by operating activities:    
  
Net income (loss)Net income (loss)$9,558 $(38,013)$92,728 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:Adjustments to reconcile net income (loss) to net cash provided by operating activities: 
Depreciation and amortization 127,744
 115,357
 103,936
Depreciation and amortization110,008 117,143 123,314 
Impairment chargesImpairment charges6,989 67,226 37,610 
Amortization of deferred financing costs 3,263
 3,237
 2,730
Amortization of deferred financing costs4,018 3,583 3,004 
Gain on sale of assets and interests in unconsolidated entities (6,943) (6,305) (120,447)
Gain on previously held interest in acquired joint ventures —
 (95,516) —
Gain on sale of assetsGain on sale of assets— (2,324)(43,422)
Loss on early extinguishment of debt 35,626
 —
 —
Loss on early extinguishment of debt47,860 — — 
Equity in earnings of unconsolidated joint ventures (1,937) (10,872) (11,484)Equity in earnings of unconsolidated joint ventures(8,904)(1,126)(7,839)
Equity-based compensation expense 13,585
 15,319
 14,712
Equity-based compensation expense12,752 12,517 18,120 
Amortization of debt (premiums) and discounts, net 462
 1,290
 256
Amortization of debt (premiums) and discounts, net442 482 448 
Net amortization of market rent rate adjustments 2,829
 3,302
 2,461
Amortization (accretion) of market rent rate adjustments, netAmortization (accretion) of market rent rate adjustments, net293 2,721 1,432 
Straight-line rent adjustments (5,632) (7,002) (6,347)Straight-line rent adjustments1,973 3,372 (7,721)
Distributions of cumulative earnings from unconsolidated joint ventures 10,697
 13,662
 12,137
Distributions of cumulative earnings from unconsolidated joint ventures9,249 3,490 7,587 
Other non-cashOther non-cash3,638 — 3,638 
Changes in other asset and liabilities:      Changes in other asset and liabilities:
Other assets 365
 (544) (798)Other assets5,140 (5,366)(4,159)
Accounts payable and accrued expenses 1,224
 3,059
 1,431
Accounts payable and accrued expenses14,702 1,042 (4,288)
Net cash provided by operating activities 253,159
 239,316
 220,755
Net cash provided by operating activities217,718 164,747 220,452 
Investing Activities  
  
  
Investing Activities   
Additions to rental property (166,231) (165,060) (238,706)Additions to rental property(45,187)(28,566)(47,884)
Acquisitions of interest in unconsolidated joint ventures, net of cash acquired —
 (45,219) —
Additions to investments in unconsolidated joint ventures (5,892) (32,968) (45,286)Additions to investments in unconsolidated joint ventures(7,000)(10,601)(2,316)
Net proceeds on sale of assets and interests in unconsolidated entities 39,213
 28,706
 164,587
Change in restricted cash —
 121,306
 (121,306)
Net proceeds from sale of assetsNet proceeds from sale of assets8,129 7,626 128,505 
Distributions in excess of cumulative earnings from unconsolidated joint ventures 25,084
 60,267
 26,875
Distributions in excess of cumulative earnings from unconsolidated joint ventures19,574 9,071 17,819 
Additions to non-real estate assets (8,909) (6,503) (837)Additions to non-real estate assets(3,173)(1,872)(1,155)
Additions to deferred lease costs (6,584) (7,013) (7,803)Additions to deferred lease costs(5,115)(3,061)(5,142)
Other investing activities 5,774
 983
 649
Other investing activities10,033 8,632 9,462 
Net cash used in investing activities
 (117,545) (45,501) (221,827)
Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities
(22,739)(18,771)99,289 
Financing Activities      Financing Activities
Cash dividends paid (130,166) (141,088) (104,877)Cash dividends paid(72,423)(66,563)(132,664)
Distributions to noncontrolling interests in Operating Partnership (6,800) (7,428) (5,561)Distributions to noncontrolling interests in Operating Partnership(3,428)(3,499)(7,018)
Proceeds from revolving credit facility 719,521
 845,650
 537,000
Proceeds from revolving credit facility— 641,630 282,870 
Repayments of revolving credit facility (572,421) (974,950) (457,700)Repayments of revolving credit facility— (641,630)(427,970)
Proceeds from notes, mortgages and loans 299,460
 437,420
 90,839
Proceeds from notes, mortgages and loans394,208 — — 
Repayments of notes, mortgages and loans (373,258) (330,329) (49,783)Repayments of notes, mortgages and loans(567,050)(3,566)(3,369)
Payment of make-whole premium related to early extinguishment of debt (34,143) —
 —
Payment of make-whole premium related to early extinguishment of debt(44,872)— — 
Repayment of deferred financing obligation —
 (28,388) —
Repurchase of common shares, including transaction costs

 (49,361) —
 —
Repurchase of common shares, including transaction costs— — (20,000)
Employee income taxes paid related to shares withheld upon vesting of equity awards (2,436) (2,177) (1,126)Employee income taxes paid related to shares withheld upon vesting of equity awards(2,147)(736)(2,524)
Additions to deferred financing costs (2,850) (5,496) (2,829)Additions to deferred financing costs(8,754)(1,891)(115)
Proceeds from exercise of options 54
 1,749
 788
Proceeds from exercise of options266 — — 
Proceeds from common share offeringProceeds from common share offering186,969 — — 
Proceeds from other financing activities 12,054
 3,897
 259
Proceeds from other financing activities— 72 47 
Payment for other financing activities (1,333) (2,327) (156)Payment for other financing activities(1,148)(1,410)(1,390)
Net cash provided by (used in) financing activities (141,679) (203,467) 6,854
Net cash used in financing activitiesNet cash used in financing activities(118,379)(77,593)(312,133)
Effect of foreign currency rate changes on cash and cash equivalents (56) 316
 (1,099)Effect of foreign currency rate changes on cash and cash equivalents(177)(223)(19)
Net increase (decrease) in cash and cash equivalents (6,121) (9,336) 4,683
Net increase in cash, cash equivalents and restricted cashNet increase in cash, cash equivalents and restricted cash76,423 68,160 7,589 
Cash and cash equivalents, beginning of year 12,222
 21,558
 16,875
Cash and cash equivalents, beginning of year84,832 16,672 9,083 
Cash and cash equivalents, end of year $6,101
 $12,222
 $21,558
Cash and cash equivalents, end of year$161,255 $84,832 $16,672 


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

F-13
F-14






TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except for unit data)

 December 31,
 20212020
Assets  
Rental property:
Land$268,269 $265,968 
Buildings, improvements and fixtures2,532,489 2,527,404 
 2,800,758 2,793,372 
Accumulated depreciation(1,145,388)(1,054,993)
Total rental property, net1,655,370 1,738,379 
Cash and cash equivalents161,152 84,750 
Investments in unconsolidated joint ventures82,647 94,579 
Deferred lease costs and other intangibles, net73,720 84,960 
Operating lease right-of-use assets79,807 81,499 
Prepaids and other assets104,362 104,800 
Total assets$2,157,058 $2,188,967 
Liabilities and Equity
Liabilities
Debt:
Senior, unsecured notes, net$1,036,181 $1,140,576 
Unsecured term loans, net298,421 347,370 
Mortgages payable, net62,474 79,940 
Unsecured lines of credit— — 
Total debt1,397,076 1,567,886 
Accounts payable and accrued expenses92,669 87,689 
Operating lease liabilities88,874 90,105 
Other liabilities78,650 84,404 
Total liabilities1,657,269 1,830,084 
Commitments and contingencies (Note 21)
Equity
Partners' Equity:
General partner, 1,100,000 and 1,000,000 units outstanding at December 31, 2021 and December 31, 2020, respectively4,539 3,334 
Limited partners, 4,761,559 and 4,794,643 Class A common units, and 102,984,734 and 92,569,801 Class B common units outstanding at December 31, 2021 and December 31, 2020, respectively514,023 383,588 
Accumulated other comprehensive loss(18,773)(28,039)
Total partners' equity499,789 358,883 
Noncontrolling interests in consolidated partnerships— — 
Total equity499,789 358,883 
Total liabilities and equity$2,157,058 $2,188,967 
  December 31,
  2017 2016
Assets  
  
Rental property:    
Land $279,978
 $272,153
Buildings, improvements and fixtures 2,793,638
 2,647,477
Construction in progress 14,854
 46,277
  3,088,470
 2,965,907
Accumulated depreciation (901,967) (814,583)
Total rental property, net 2,186,503
 2,151,324
Cash and cash equivalents 6,050
 12,199
Investments in unconsolidated joint ventures 119,436
 128,104
Deferred lease costs and other intangibles, net 132,061
 151,579
Prepaids and other assets 95,384
 82,481
Total assets $2,539,434
 $2,525,687
Liabilities and Equity    
Liabilities    
Debt:    
Senior, unsecured notes, net $1,134,755
 $1,135,309
Unsecured term loans, net 322,975
 322,410
Mortgages payable, net 99,761
 172,145
Unsecured lines of credit, net 206,160
 58,002
Total debt 1,763,651
 1,687,866
Accounts payable and accrued expenses 89,745
 77,616
Other liabilities 73,736
 54,764
Total liabilities 1,927,132
 1,820,246
Commitments and contingencies (Note 23) 
 
Equity    
Partners' Equity:    
General partner, 1,000,000 units outstanding at December 31, 2017 and 2016 5,844
 6,485
Limited partners, 4,995,433 and 5,027,781 Class A units and 93,560,536 and 95,095,891 Class B units outstanding at December 31, 2017 and 2016, respectively 626,803
 728,631
Accumulated other comprehensive loss (20,345) (29,834)
Total partners' equity 612,302
 705,282
Noncontrolling interests in consolidated partnerships —
 159
Total equity 612,302
 705,441
Total liabilities and equity $2,539,434
 $2,525,687


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

F-14
F-15




TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
 For the years ended December 31,
 202120202019
Revenues:   
Rental revenues$407,766 $377,932 $463,946 
Management, leasing and other services6,411 4,936 5,419 
Other revenues12,348 7,123 8,983 
Total revenues426,525 389,991 478,348 
Expenses:   
Property operating140,736 137,135 157,734 
General and administrative65,817 47,733 53,790 
Impairment charges6,989 67,226 37,610 
Depreciation and amortization110,008 117,143 123,314 
Total expenses323,550 369,237 372,448 
Other income (expense):
Interest expense(52,866)(63,142)(61,672)
Loss on early extinguishment of debt(47,860)— — 
Gain on sale of assets— 2,324 43,422 
Other income (expense)(1,595)925 (2,761)
Total other income (expense)(102,321)(59,893)(21,011)
Income (loss) before equity in earnings of unconsolidated joint ventures654 (39,139)84,889 
Equity in earnings of unconsolidated joint ventures8,904 1,126 7,839 
Net income (loss)9,558 (38,013)92,728 
Noncontrolling interests in consolidated partnerships— (190)(195)
Net income (loss) available to partners9,558 (38,203)92,533 
Net income (loss) available to limited partners9,458 (37,815)91,597 
Net income (loss) available to general partner$100 $(388)$936 
Basic earnings per common unit:
Net income (loss)$0.08 $(0.40)$0.93 
Diluted earnings per common unit:
Net income (loss)$0.08 $(0.40)$0.93 
  For the years ended December 31,
  2017 2016 2015
Revenues:  
  
  
Base rentals $323,985
 $308,353
 $289,688
Percentage rentals 9,853
 11,221
 10,157
Expense reimbursements 142,817
 133,818
 126,468
Management, leasing and other services 2,452
 3,847
 5,426
Other income 9,127
 8,595
 7,630
Total revenues 488,234
 465,834
 439,369
       
Expenses:  
  
  
Property operating 155,235
 152,017
 146,503
General and administrative 44,004
 46,696
 44,469
Acquisition costs —
 487
 —
Abandoned pre-development costs 528
 —
 —
Depreciation and amortization 127,744
 115,357
 103,936
Total expenses 327,511
 314,557
 294,908
Operating income 160,723
 151,277
 144,461
Other income (expense):      
Interest expense (64,825) (60,669) (54,188)
Loss on early extinguishment of debt (35,626) —
 —
Gain on sale of assets and interests in unconsolidated entities 6,943
 6,305
 120,447
Gain on previously held interest in acquired joint ventures —
 95,516
 —
Other non-operating income (expense) 2,724
 1,028
 (36)
Income before equity in earnings of unconsolidated joint ventures 69,939
 193,457
 210,684
Equity in earnings of unconsolidated joint ventures 1,937
 10,872
 11,484
Net income 71,876
 204,329
 222,168
Noncontrolling interests in consolidated partnerships (265) (298) 363
Net income available to partners 71,611
 204,031
 222,531
Net income available to limited partners 70,900
 202,012
 220,328
Net income available to general partner $711
 $2,019
 $2,203
       
Basic earnings per common unit:      
Net income $0.71
 $2.02
 $2.21
       
Diluted earnings per common unit:      
Net income $0.71
 $2.01
 $2.20


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

F-15
F-16




TANGER PROPERITESPROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

For the years ended December 31,
 202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Other comprehensive income (loss):
Foreign currency translation adjustments3,883 1,783 7,917 
Change in fair value of cash flow hedges5,383 (2,934)(6,174)
Other comprehensive income (loss)9,266 (1,151)1,743 
Comprehensive income (loss)18,824 (39,164)94,471 
Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships— (190)(195)
Comprehensive income (loss) attributable to the Operating Partnership$18,824 $(39,354)$94,276 
  For the years ended December 31,
  2017 2016 2015
Net income $71,876
 $204,329
 $222,168
Other comprehensive income (loss):      
Foreign currency translation adjustments 8,138
 4,259
 (23,200)
Change in fair value of cash flow hedges 1,351
 4,609
 (711)
Other comprehensive income (loss) 9,489
 8,868
 (23,911)
Comprehensive income 81,365
 213,197
 198,257
Comprehensive (income) loss attributable to noncontrolling interests in consolidated partnerships (265) (298) 363
Comprehensive income attributable to the Operating Partnership $81,100
 $212,899
 $198,620


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







F-17
F-16




TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except unit and per unit data)
  General partnerLimited partnersAccumulated other comprehensive income (loss)Total partners' equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, December 31, 2014 $4,828
$533,199
$(14,791)$523,236
$650
$523,886
Net income 2,203
220,328
—
222,531
(363)222,168
Other comprehensive loss —
—
(23,911)(23,911)—
(23,911)
Compensation under Incentive Award Plan —
15,550
—
15,550
—
15,550
Issuance of 28,400 common units upon exercise of options —
788
—
788
—
788
Issuance of 348,844 restricted common units, net of forfeitures —
—
—
—
—
—
Withholding of 31,863 common units for employee income taxes —
(1,125)—
(1,125)—
(1,125)
Contributions from noncontrolling interests —
—
—
—
461
461
Adjustment for noncontrolling interests in other consolidated partnerships —
6
—
6
(6)—
Common distributions ($1.305 per common unit) (1,305)(130,324)—
(131,629)—
(131,629)
Distributions to noncontrolling interests —
—
—
—
(156)(156)
Balance, December 31, 2015 $5,726
$638,422
$(38,702)$605,446
$586
$606,032
Net income 2,019
202,012
—
204,031
298
204,329
Other comprehensive income —
—
8,868
8,868
—
8,868
Compensation under Incentive Award Plan —
16,304
—
16,304
—
16,304
Issuance of 59,700 common units upon exercise of options —
1,749
—
1,749
—
1,749
Grant of 173,124 restricted common share awards by the Company, net of forfeitures —
—
—
—
—
—
Issuance of 24,040 deferred units —
—
—
—
—
—
Withholding of 66,760 common units for employee income taxes —
(2,177)—
(2,177)—
(2,177)
Contributions from noncontrolling interests —
—
—
—
35
35
Adjustment for noncontrolling interests in other consolidated partnerships —
4
—
4
(4)—
Acquisition of noncontrolling interest in other consolidated partnership —
(1,617)—
(1,617)(325)(1,942)
Common distributions ($1.260 per common unit) (1,260)(126,066)—
(127,326)—
(127,326)
Distributions to noncontrolling interests —
—
—
—
(431)(431)
Balance, December 31, 2016 $6,485
$728,631
$(29,834)$705,282
$159
$705,441
Net income 711
70,900
—
71,611
265
71,876
Other comprehensive income —
—
9,489
9,489
—
9,489
Compensation under Incentive Award Plan —
14,629
—
14,629
—
14,629
Issuance of 1,800 common units upon exercise of options —
54
—
54
—
54
Grant of 411,968 restricted common share awards by the Company —
—
—
—
—
—
Repurchase of 1,911,585 units, including transaction costs —
(49,361)—
(49,361)—
(49,361)
Withholding of 69,886 common units for employee income taxes —
(2,436)—
(2,436)—
(2,436)
Contributions from noncontrolling interests —
—
—
—
13
13
Acquisition of noncontrolling interest in other consolidated partnership —
—
—
—
(159)(159)
Common distributions ($1.3525 per common unit)
 (1,352)(135,614)—
(136,966)—
(136,966)
Distributions to noncontrolling interests —
—
—
—
(278)(278)
Balance, December 31, 2017 $5,844
$626,803
$(20,345)$612,302
$—
$612,302
General partnerLimited partnersAccumulated other comprehensive income (loss)Total partners' equityNoncontrolling interests in consolidated partnershipsTotal equity
Balance, December 31, 2018$4,914 $529,252 $(28,631)$505,535 $— $505,535 
Net income936 91,597 — 92,533 195 92,728 
Other comprehensive income— — 1,743 1,743 — 1,743 
Compensation under Incentive Award Plan— 18,504 — 18,504 — 18,504 
Grant of 242,167 restricted common share awards by the Company— — — — — — 
Repurchase of 1,209,328 units, including transaction costs— (20,000)— (20,000)— (20,000)
Withholding of 131,873 common units for employee income taxes— (2,524)— (2,524)— (2,524)
Contributions from noncontrolling interests— — — — 47 47 
Common distributions ($1.4150 per common unit)(1,415)(138,267)— (139,682)— (139,682)
Distributions to noncontrolling interests— — — — (242)(242)
Balance, December 31, 2019$4,435 $478,562 $(26,888)$456,109 $— $456,109 
Net income (loss)(388)(37,815)— (38,203)190 (38,013)
Other comprehensive loss— — (1,151)(1,151)— (1,151)
Compensation under Incentive Award Plan— 12,926 — 12,926 — 12,926 
Grant of 611,350 restricted common share awards by the Company— — — — — — 
Withholding of 56,597 common units for employee income taxes— (736)— (736)— (736)
Contributions from noncontrolling interests— — — — 72 72 
Common distributions ($0.7125 per common unit)
(713)(69,349)— (70,062)— (70,062)
Distributions to noncontrolling interests— — — — (262)(262)
Balance, December 31, 2020$3,334 $383,588 $(28,039)$358,883 $— $358,883 
Net income100 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 units1,874 185,095 — 186,969 — 186,969 
Withholding of 139,293 common units for employee income taxes— (2,147)— (2,147)— (2,147)
Contributions from noncontrolling interests— — — — — — 
Common distributions ($0.7150
 per common unit)
(769)(75,082)— (75,851)— (75,851)
Distributions to noncontrolling interests— — — — — — 
Balance, December 31, 2021$4,539 $514,023 $(18,773)$499,789 $— $499,789 
The accompanying notes are an integral part of these consolidated financial statements.

F-17
F-18




TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 For the years ended December 31, For the years ended December 31,
 2017 2016 2015 202120202019
Operating activities  
  
  
Operating activities   
Net income $71,876
 $204,329
 $222,168
Net income (loss)Net income (loss)$9,558 $(38,013)$92,728 
Adjustments to reconcile net income to net cash provided by operating activities:      Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 127,744
 115,357
 103,936
Depreciation and amortization110,008 117,143 123,314 
Impairment chargesImpairment charges6,989 67,226 37,610 
Amortization of deferred financing costs 3,263
 3,237
 2,730
Amortization of deferred financing costs4,018 3,583 3,004 
Gain on sale of assetsGain on sale of assets— (2,324)(43,422)
Loss on early extinguishment of debt 35,626
 —
 —
Loss on early extinguishment of debt47,860 — — 
Gain on sale of assets and interests in unconsolidated entities (6,943) (6,305) (120,447)
Gain on previously held interest in acquired joint ventures —
 (95,516) —
Equity in earnings of unconsolidated joint ventures (1,937) (10,872) (11,484)Equity in earnings of unconsolidated joint ventures(8,904)(1,126)(7,839)
Equity-based compensation expense 13,585
 15,319
 14,712
Equity-based compensation expense12,752 12,517 18,120 
Amortization of debt (premiums) and discounts, net 462
 1,290
 256
Amortization of debt (premiums) and discounts, net442 482 448 
Net amortization of market rent rate adjustments 2,829
 3,302
 2,461
Amortization (accretion) of market rent rate adjustments, netAmortization (accretion) of market rent rate adjustments, net293 2,721 1,432 
Straight-line rent adjustments (5,632) (7,002) (6,347)Straight-line rent adjustments1,973 3,372 (7,721)
Distributions of cumulative earnings from unconsolidated joint ventures 10,697
 13,662
 12,137
Distributions of cumulative earnings from unconsolidated joint ventures9,249 3,490 7,587 
Other non-cashOther non-cash3,638 — 3,638 
Changes in other assets and liabilities:  
  
  
Changes in other assets and liabilities:   
Other assets 481
 (705) (639)Other assets4,881 (5,128)(4,185)
Accounts payable and accrued expenses 1,080
 3,203
 2,335
Accounts payable and accrued expenses14,940 875 (4,323)
Net cash provided by operating activities 253,131
 239,299
 221,818
Net cash provided by operating activities217,697 164,818 220,391 
Investing activities  
  
  
Investing activities   
Additions to rental property (166,231) (165,060) (238,706)Additions to rental property(45,187)(28,566)(47,884)
Acquisitions of interest in unconsolidated joint ventures, net of cash acquired —
 (45,219) —
Additions to investments in unconsolidated joint ventures (5,892) (32,968) (45,286)Additions to investments in unconsolidated joint ventures(7,000)(10,601)(2,316)
Net proceeds on sale of assets and interests in unconsolidated entities 39,213
 28,706
 164,587
Change in restricted cash —
 121,306
 (121,306)
Net proceeds on sale of assetsNet proceeds on sale of assets8,129 7,626 128,505 
Distributions in excess of cumulative earnings from unconsolidated joint ventures 25,084
 60,267
 26,875
Distributions in excess of cumulative earnings from unconsolidated joint ventures19,574 9,071 17,819 
Additions to non-real estate assets (8,909) (6,503) (837)Additions to non-real estate assets(3,173)(1,872)(1,155)
Additions to deferred lease costs (6,584) (7,013) (7,803)Additions to deferred lease costs(5,115)(3,061)(5,142)
Other investing activities 5,774
 983
 649
Other investing activities10,033 8,632 9,462 
Net cash used in investing activities
 (117,545) (45,501) (221,827)
Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities
(22,739)(18,771)99,289 
Financing activities      Financing activities
Cash distributions paid (136,966) (148,516) (110,438)Cash distributions paid(75,851)(70,062)(139,682)
Proceeds from revolving credit facility 719,521
 845,650
 537,000
Proceeds from revolving credit facility— 641,630 282,870 
Repayments of revolving credit facility (572,421) (974,950) (457,700)Repayments of revolving credit facility— (641,630)(427,970)
Proceeds from notes, mortgages and loans 299,460
 437,420
 90,839
Proceeds from notes, mortgages and loans394,208 — — 
Repayments of notes, mortgages and loans (373,258) (330,329) (49,783)Repayments of notes, mortgages and loans(567,050)(3,566)(3,369)
Payment of make-whole premium related to early extinguishment of debt (34,143) —
 —
Payment of make-whole premium related to early extinguishment of debt(44,872)— — 
Repayment of deferred financing obligation —
 (28,388) —
Repurchase of common shares, including transaction costs (49,361) —
 —
Repurchase of common shares, including transaction costs— — (20,000)
Employee income taxes paid related to shares withheld upon vesting of equity awards (2,436) (2,177) (1,126)Employee income taxes paid related to shares withheld upon vesting of equity awards(2,147)(736)(2,524)
Additions to deferred financing costs (2,850) (5,496) (2,829)Additions to deferred financing costs(8,754)(1,891)(115)
Proceeds from exercise of options 54
 1,749
 788
Proceeds from exercise of options266 — — 
Proceeds from the Company’s common share offeringProceeds from the Company’s common share offering186,969 — — 
Proceeds from other financing activities 12,054
 3,897
 259
Proceeds from other financing activities— 72 47 
Payment for other financing activities (1,333) (2,327) (156)Payment for other financing activities(1,148)(1,410)(1,390)
Net cash provided by (used in) financing activities (141,679) (203,467) 6,854
Net cash used in financing activitiesNet cash used in financing activities(118,379)(77,593)(312,133)
Effect of foreign currency rate changes on cash and cash equivalents (56) 316
 (1,099)Effect of foreign currency rate changes on cash and cash equivalents(177)(223)(19)
Net increase (decrease) in cash and cash equivalents (6,149) (9,353)
5,746
Net increase in cash, cash equivalents and restricted cashNet increase in cash, cash equivalents and restricted cash76,402 68,231 7,528 
Cash and cash equivalents, beginning of year 12,199
 21,552
 15,806
Cash and cash equivalents, beginning of year84,750 16,519 8,991 
Cash and cash equivalents, end of year $6,050
 $12,199
 $21,552
Cash and cash equivalents, end of year$161,152 $84,750 $16,519 


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

F-18
F-19




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
TANGER FACTORY OUTLET CENTERS, INC. AND
TANGER PROPERTIES LIMITED PARTNERSHIP


1.Organization of the Company

1.Organization of the Company

Tanger Factory Outlet Centers, Inc. and subsidiaries, which we refer to as the Company, is one of the largest owners and operators of outlet centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed real estate investment trust ("REIT") which, through our controlling interest in Tanger Properties Limited Partnership and subsidiaries, which we refer to as the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. As of December 31, 2017,2021, we owned and operated 3630 consolidated outlet centers, with a total gross leasable area of approximately 12.911.5 million square feet. All references to gross leasable area, square feet, occupancy, stores and store brands contained in the notes to the consolidated financial statements are unaudited. These outlet centers were 97%95% occupied and contained over 2,6002,200 stores, representing approximately 400500 store brands. We also had partial ownership interests in 86 unconsolidated outletcenters totaling approximately 2.42.1 million square feet, including 42 outlet centers in Canada.


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


TheIn November 2021, Tanger Factory Outlet Centers, Inc. (the “Company”) was admitted as General Partner of Tanger Properties Limited Partnership (the “Operating Partnership”). Prior to this administrative change, the Company ownsowned 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 controlscontrolled the Operating Partnership as its sole general partner.partner and Tanger LP Trust holdsheld a limited partnership interest. Following this change to the ownership structure, the Company has replaced Tanger GP Trust as the sole general partner of the Operating Partnership and Tanger LP Trust retains its limited partnership interest.

The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. As of December 31, 2017,2021, the Company throughand its ownership of Tanger GP Trust and Tanger LP Trust,wholly-owned subsidiaries owned 94,560,536104,084,734 units of the Operating Partnership and other limited partners (the "Non-Company LPs") collectively owned 4,995,4334,761,559 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's status as a REIT. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.


2.Summary of Significant Accounting Policies

2.Summary of Significant Accounting Policies

Principles of Consolidation - The consolidated financial statements of the Company include its accounts and its consolidated subsidiaries, as well as the Operating Partnership and its consolidated subsidiaries. The consolidated financial statements of the Operating Partnership include its accounts and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.


The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant.


F-19

We consolidate properties that are wholly-owned or properties where we own less than 100% but we control.control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities ("VIE"). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers various factors including the form of our ownership interest, our representation in an entity's governance, the size of our investment, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process to replace us as manager and or liquidate the venture, if applicable. As of December 31, 2017,2021, we did not have a joint venture that was a VIE.

F-20





Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the venture's net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.


For certain of these investments, we record our equity in the venture's net income or loss under the hypothetical liquidation at book value (“HLBV”) method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements for those joint ventures.agreements. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation. In the event a basis difference is created between our underlying interest in the venture’s net assets and our initial investment, we amortize such amount over the estimated life of the venture as a component of equity in earnings of unconsolidated joint ventures.


We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. The carrying amount of our investments in the Charlotte, Galveston/Houston and Galveston/HoustonNational Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.


Noncontrolling interests - In the Company's consolidated financial statements, the “Noncontrolling interests in the Operating Partnership” reflects the Non-Company LP's percentage ownership of the Operating Partnership's units. "Noncontrolling interests in other consolidated partnerships" consist of outside equity interests in partnerships or joint ventures not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties. Noncontrolling interests are initially recorded in the consolidated balance sheets at fair value based upon purchase price allocations. Income isor losses are allocated to the noncontrolling interests based on the allocation provisions within the partnership or joint venture agreements.


Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are used in the calculations of impairment losses, costs capitalized to originate operating leases, costs incurred for the construction and development of properties, and the values of deferred lease costs and other intangibles related to the acquisition of properties. Actual results could differ from those estimates.


Operating Segments - We focus exclusively on developing, acquiring, owning, operating, and managing outlet shopping centers. We aggregate the financial information of all outlet centers into one reportable operating segment because the outlet centers all have similar economic characteristics and provide similar products and services to similar types and classes of customers.

F-20

Rental PropertyProperties - Rental properties are recorded at cost less accumulated depreciation. Buildings, improvements and fixtures consist primarily of permanent buildings and improvements made to land such as infrastructure and costs incurred in providing rental space to tenants.


The pre-construction stage of project development involves certain costs to secure land control and zoning and complete other initial tasks essential to the development of the project. These costs are transferred from other assets to construction in progress when the pre-construction tasks are completed. Costs of unsuccessful pre-construction efforts are expensed when the project is no longer probable and, if significant, are recorded as abandoned pre-development costs in the consolidated statement of operations.


F-21




We also capitalize other costs incurred for the construction and development of properties, including interest, real estate taxes and payroll and related costs associated with employees directly involved. Capitalization of costs commences at the time the development of the property becomes probable and ceases when the property is substantially completed and ready for its intended use. We consider a construction project as substantially completed and ready for its intended use upon the completion of tenant improvements. We cease capitalization on the portion that is substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portion under construction. The amount of payroll and related costs capitalized for the construction and development of properties is based on our estimate of the amount of costs directly related to the construction or development of these assets.


Interest costs are capitalized during periods of active construction for qualified expenditures based upon interest rates in place during the construction period until construction is substantially complete. This includes interest incurred on funds invested in or advanced to unconsolidated joint ventures for qualifying development activities until placed in service.


Payroll and related costs and interest costs capitalized for the years ended December 31, 2017, 20162021, 2020 and 20152019 were as follows (in thousands):
202120202019
Payroll and related costs capitalized$1,526 $1,159 $1,581 
Interest costs capitalized$— $107 $25 
  2017 2016 2015
Payroll and related costs capitalized $2,345
 $2,095
 $2,989
Interest costs capitalized $2,289
 $2,259
 $3,448


Depreciation is computed on the straight-line basis over the estimated useful lives of the assets. We generally use estimated lives of 33 years for buildings and improvements, 15 years for land improvements and 7 years for equipment. Tenant finishing allowances are amortized over the life of the associated lease. Capitalized interest costs are amortized over lives which are consistent with the constructed assets. Expenditures for ordinary maintenance and repairs are charged to operations as incurred while significant renovations and improvements which improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life.


Depreciation expense related to rental property included in net income for each of the years ended December 31, 2017, 20162021, 2020 and 20152019 was as follows (in thousands):
202120202019
Depreciation expense related to rental property$96,990 $101,665 $107,129 

F-21

  2017 2016 2015
Depreciation expense related to rental property $107,845
 $96,813
 $85,872

In accordance with accounting guidance for business combinations, weWe allocate the purchase price of acquisitions based on the fair value of land, building, tenant improvements, debt and deferred lease costs and other intangibles, such as the value of leases with above or below market rents, origination costs associated with the in-place leases, the value of in-place leases and tenant relationships, if any. We depreciate the amount allocated to building, deferred lease costs and other intangible assets over their estimated useful lives, which range up to 33 years. The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. The values of below market leases that are considered to have renewal periods with below market rents are amortized over the remaining term of the associated lease plus the renewal periods when the renewal is deemed probable to occur. The value associated with in-place leases is amortized over the remaining lease term and tenant relationships isare amortized over the expected term, which includes an estimated probability of the lease renewal. If a tenant terminates its lease prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangibles is written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. These cash flow projections may be derived from various observable and unobservable inputs and assumptions. Also, we may utilize third-party valuation specialists. As a part of acquisition accounting, the amount by which the fair value of our previously held equity method investment exceeds the carrying book value is recorded as a gain on previously held interest in acquired joint venture. Direct costs to acquire existing outlet centers are expensed as incurred.



F-22



Cash, Cash Equivalents and Restricted Cash - All highly liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Cash balances at a limited number of banks may periodically exceed insurable amounts. We believe that we mitigate our risk by investing in or through major financial institutions. At December 31, 2017 and 2016, we had cash equivalent investments in highly liquid money market accounts at major financial institutions of $3.0 million and $672,000, respectively.


The restricted cash represents the cash proceeds from property sales that are being held by a qualified intermediary in anticipation of such amounts subsequently being invested in a tax efficient manner under Section 1031 of the Internal Revenue Code of 1986, as amended.

Deferred Charges - Deferred charges include deferred lease costs and other intangible assets consisting of fees and costs incurred to originate operating leases and are amortized over the expected lease term. Deferred lease costs capitalized, including amounts paid to third-party brokers and payroll and relatedinternal leasing costs of employees directly involved in originating leases for the years ended December 31, 2017, 20162021, 2020 and 20152019 were as follows (in thousands):
202120202019
Deferred lease costs capitalized- payroll and related costs$1,233 $1,343 $679 
Total deferred lease costs capitalized$5,115 $3,061 $5,142 
  2017 2016 2015
Deferred lease costs capitalized $6,584
 $7,013
 $7,803


OfDue to the amountsadoption of Accounting Standards Codification Topic 842 "Leases" ("ASC 842") on January 1, 2019, only direct internal leasing costs are capitalized during 2017, 2016 and 2015 the following were related to payroll and relatedindirect internal leasing costs (in thousands):
  2017 2016 2015
Deferred lease costs capitalized- payroll and related costs $6,098
 $6,210
 $6,236

The amount of payroll and related costspreviously capitalized is based on our estimate of the time and amount of costs directly related to originating leases.are now expensed. Deferred lease costs and other intangible assets also include the value of leases and origination costs deemed to have been acquired in real estate acquisitions.


Deferred financing costs - Deferred financing costs include fees and costs incurred to obtain long-term financing and are amortized over the terms of the respective loans. Unamortized deferred financing costs are charged to expense when debt is retired before the maturity date.


Captive Insurance - We have a wholly-owned captive insurance company that is responsible for losses up to certain deductible levels per occurrence for property damage (including wind damage from hurricanes) prior to third-party insurance coverage. Insurance losses are reflected in property operating expenses and include estimates of costs incurred, both reported and unreported.
F-22

Impairment of Long-Lived Assets - Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value. FairThe cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, capitalization, and discount rates, and estimated holding periods for the applicable assets. The estimated fair value is determined using anbased primarily on the income approach. The income approach whereby we considerinvolves discounting the prevailing marketestimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and stabilized net operating income projections. We recognized noother financial and industry data.

During the first quarter of 2020, fourth quarter of 2020 and fourth quarter of 2021, we recorded $45.7 million, $19.2 million and $7.0 million in impairment losses forcharges, respectively, related to our Foxwoods outlet center in our consolidated properties duringstatement of operations which equaled the years ended December 31, 2017, 2016,excess of the carrying value over its estimated fair value.

During the fourth quarter of 2020 and 2015, respectively.fourth quarter of 2019, we recorded $2.4 million and $37.6 million in impairment charges respectively, related to our Jeffersonville outlet center in our consolidated statement of operations which equaled the excess of the carrying value over its estimated fair value. See Note 610 for additional information on the fair market value calculations.

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


If the effects of the COVID-19 pandemic cause economic and market conditions to deteriorate beyond our current expectations or if our expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future. For example, the Foxwoods outlet center, which is part of a casino property, continues to face leasing challenges that could lead to further declines in occupancy, rental revenues and cash flows in the future. Such challenges, or a change in our expected holding period, could result in additional impairment charges recognized for the Foxwoods property. We can provide no assurance that material impairment charges with respect to our properties will not occur in future periods.

Rental PropertyProperties Held For Sale - Rental properties designated as held for sale are stated at the lower of their carrying value or their fair value less costs to sell. We classify rental property as held for sale when our Board of Directors approves the sale of the assets and it meets the requirements of current accounting guidance. Subsequent to this classification, no further depreciation is recorded on the assets.



F-23



Impairment of Investments - On a periodic basis or if circumstances exist, we assess whether there are any indicators that the value of our investments in unconsolidated joint ventures may be impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investments, and such decline in value is deemed to be other than temporary. To the extent an other than temporary impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. Our estimates of value for each joint venture investment are based on a number of assumptions that are subject to economic and market uncertainties including, among others, estimated hold period, terminal capitalization rates, demand for space, competition for tenants, discount and capitalization rates, changes in market rental rates and operating costs of the property. As these factors are difficult to predict and are subject to future events that may alter our assumptions, the values estimated by us in our impairment analysis may not be realized.


Sales of Real Estate - For sales transactions meetingof real estate where we have consideration to which we are entitled in exchange for transferring the requirements for full profit recognition,real estate, the related assets and liabilities are removed from the balance sheet and the resultingresultant gain or loss is recorded in the period the transaction closes. For sales transactions with continuingAny post sale involvement afteris accounted for as separate performance obligations and when the sale, if the continuing involvement with the property is limited by the terms ofseparate performance obligations are satisfied, the sales contract, profitprice allocated to each is recognized at the time of sale and is reduced by the maximum exposure to loss related to the nature of the continuing involvement. Sales to entities in which we have or receive an interest are accounted for using partial sale accounting.recognized.




F-23

For transactions that do not meet the criteria for a sale, we evaluate the nature of the continuing involvement, including put and call provisions, if present, and account for the transaction as a financing arrangement, profit-sharing arrangement, leasing arrangement or other alternate method of accounting, rather than as a sale, based on the nature and extent of the continuing involvement. Some transactions may have numerous forms of continuing involvement. In those cases, we determine which method is most appropriate based on the substance of the transaction.


Discontinued Operations -Properties that are sold or classified as held for sale are classified as discontinued operations provided that the disposal represents a strategic shift that has (or will have) a major effect on our operations and financial results (e.g., a disposal of a major geographical area, a major line of business, a major equity method investment or other major parts of an entity).


Derivatives - We selectively enter into interest rate protection agreements to mitigate the impact of changes in interest rates on our variable rate borrowings. The notional amounts of such agreements are used to measure the interest to be paid or received and do not represent the amount of exposure to loss. None of these agreements are used for speculative or trading purposes.


We recognize all derivatives as either assets or liabilities in the consolidated balance sheets and measure those instruments at their fair value. We also measure the effectiveness, as defined by the relevant accounting guidance, of all derivatives. We formally document our derivative transactions, including identifying the hedge instruments and hedged items, as well as our risk management objectives and strategies for entering into the hedge transaction. At inception and on a quarterly basis thereafter, we assess the effectiveness of derivatives used to hedge transactions. If a cash flow hedge is deemed effective, we record the change in fair value in other comprehensive income (loss). If after assessment it is determined that a portion of the derivative is ineffective, then that portion of the derivative's change in fair value will be immediately recognized in earnings.


Income Taxes - We operate in a manner intended to enable the Company to qualify as a REIT under the Internal Revenue Code. A REIT which distributes at least 90% of its taxable income to its shareholders each year and which meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. We intend to continue to qualify as a REIT and to distribute substantially all of the Company's taxable income to its shareholders. Accordingly, no provision has been made in the Company's consolidated financial statements for Federal income taxes. As a partnership, the allocated share of income or loss for the year with respect to the Operating Partnership is included in the income tax returns for the partners; accordingly, no provision has been made for Federal income taxes in the Operating Partnership's consolidated financial statements. In addition, we continue to evaluate uncertain tax positions. The tax years 20142018 - 20172021 remain open to examination by the major tax jurisdictions to which we are subject.


F-24




With regard to the Company's unconsolidated Canadian joint ventures, deferred tax assets result principally from depreciation deducted under United States Generally Accepted Accounting Principles ("GAAP") that exceed capital cost allowances claimed under Canadian tax rules. A valuation allowance is provided if we believe all or some portion of the deferred tax asset may not be realized. We have determined that a full valuation allowance is required as we believe none ofit is not probable that the deferred tax assets will be realized.


For income tax purposes, distributions paid to the Company's common shareholders consist of ordinary income, capital gains, return of capital or a combination thereof. Dividends per share for the years ended December 31, 2017, 20162021, 2020 and 20152019 were taxable as follows:
Common dividends per share:202120202019
Ordinary income$— $0.7125 $1.3261 
Capital gain— — — 
Return of capital0.7150 — 0.0889 
$0.7150 $0.7125 $1.4150 
F-24
Common dividends per share: 2017 2016 2015
Ordinary income $1.1660
 $1.2459
 $1.2846
Capital gain —
 0.0141
 0.0204
Return of capital 0.1865
 —
 —
  $1.3525
 $1.2600
 $1.3050


The following reconciles net income (loss) available to the Company's shareholders to taxable income (loss) available to common shareholders for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
202120202019
Net income (loss) available to the Company's shareholders$9,118 $(36,278)$87,855 
Book/tax difference on:
Depreciation and amortization21,750 71,896 51,602 
Sale of assets and interests in unconsolidated entities(92,998)(6,021)(41,138)
Equity in earnings from unconsolidated joint ventures(4,461)9,642 1,447 
Share-based payment compensation6,797 7,859 8,246 
Other differences8,914 13,536 8,948 
Taxable income (loss) available to common shareholders$(50,880)$60,634 $116,960 
  2017 2016 2015
Net income available to the Company's shareholders $68,002
 $193,744
 $211,200
Book/tax difference on:      
Depreciation and amortization 10,685
 1,666
 12,446
Sale of assets and interests in unconsolidated entities (8,718) (8,688) (110,248)
Equity in earnings from unconsolidated joint ventures 15,662
 4,305
 6,772
Share-based payment compensation 221
 4,596
 4,751
Gain on previously held interest in acquired joint venture —
 (91,467) —
Other differences (1,089) 6,294
 (2,831)
Taxable income available to common shareholders $84,763
 $110,450
 $122,090


Revenue Recognition - As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842. We utilized the practical expedient in ASU 2018-11 to account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues in the consolidated statements of operations. Base rentals are recognized on a straight-line basis over the term of the lease. Tenant expense reimbursements are recognized in the period the applicable expenses are incurred. As a result of combining all components of a lease, all fixed contractual payments, including consideration received from certain executory costs, are now recognized on a straight-line basis. Straight-line rent adjustments are recorded as a receivable in other assets on the consolidated balance sheets were approximately $51.9 million and $46.8 million assheets. Common area maintenance expense reimbursements are based on the tenant's proportionate share of December 31, 2017 and 2016, respectively. the allocable operating expenses for the property.

As a provision of a tenant lease, if we make a cash payment to the tenant for purposes other than funding the construction of landlord assets, we defer the amount of such payments as a lease incentive. We amortize lease incentives as a reduction of base rental revenue over the term of the lease. Substantially allThe majority of our leases contain provisions which provide additional rents based on tenants' sales volume (“percentage rentals”) and reimbursement of the tenants' share of advertising and promotion, common area maintenance, insurance and real estate tax expenses. Percentage rentals are recognized when specified targets that trigger the contingent rent are met. Expense reimbursements are recognized in the period the applicable expenses are incurred. For certain tenants, we receive a fixed payment for common area maintenance ("CAM") which is recognized as revenue when earned. When not reimbursed by the fixed-CAM component, CAM expense reimbursements are based on the tenant's proportionate share of the allocable operating expenses for the property. Payments received from the early termination of leases are recognized as revenue from the time the payment is receivable until the tenant vacates the space.

We account for rental deferrals using the receivables model as described within the Financial Accounting Standards Board (“FASB”) question and answer document (the “Lease Modification Q&A”). Under the receivables model, we will continue to recognize lease revenue in a manner that is unchanged from the original lease agreement and continue to recognize lease receivables and rental revenue until such deferral is paid. We account for rental abatements as negative variable adjustments to rental revenue as described within the Lease Modification Q&A.

The values of the above and below market leases are amortized and recorded as either an increase (in the case of below market leases) or a decrease (in the case of above market leases) to rental income over the remaining term of the associated lease. If a tenant terminates its lease prior to the original contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related above or below market lease value will be written off.


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We receive development, leasing, loan guarantee, management and marketing fees from third parties and unconsolidated affiliates for services provided to properties held in joint ventures. Development and leasing fees received from unconsolidated affiliates are recognized as revenue when earned to the extent of the third party partners' ownership interest. Development and leasing fees earned to the extent of our ownership interest are recorded as a reduction to our investment in the unconsolidated affiliate. Loan guarantee fees are recognized over the term of the guarantee. Management fees and marketing fees are recognized as revenue when earned. Fees recognized from these activities are shown as management, leasing and other services in our consolidated statements of operations. FeesOur share of fees received from consolidated joint ventures are eliminated in consolidation. Expense reimbursements from unconsolidated joint ventures are recognized in the period the applicable expenses are incurred.

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Operating Lease Receivable - Historically, our accounts receivable from tenants has not been material; however, given the impacts from the COVID-19 pandemic discussed below, our net accounts receivable balance, which is recorded in prepaids and other assets on the consolidated balance sheet, has decreased from approximately $18.8 million at December 31, 2020 to approximately $9.9 million at December 31, 2021, primarily due to collections of deferred April and May 2020 rents over the twelve month period. Straight-line rent adjustments recorded as a receivable in prepaid and other assets on the consolidated balance sheets were approximately $53.3 million and $65.8 million as of December 31, 2021 and December 31, 2020, respectively.

Individual leases are assessed for collectability and upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are written off as an adjustment to rental revenue. Revenue from leases where collection is deemed to be less than probable is recorded on a cash basis until collectability is determined to be probable. Further we assess whether operating lease receivables, at a portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends including discussions with tenants for potential lease amendments. Our estimate of the collectability of accrued rents and accounts receivable is based on the best information available to us at the time of preparing the financial statements.

The duration of the COVID-19 pandemic, recent tenant bankruptcies and other significant uncertainties with the economy required significant judgment to be used when estimating the collection of rents through December 31, 2020. See Note 3 for amounts we recorded as a reduction of revenues for uncollectible accounts for the year ended December 31, 2020.

Concentration of Credit Risk - We perform ongoing credit evaluations of our tenants. Although the tenants operate principally in the retail industry, the properties are geographically diverse. No single tenant accounted for 10% or more of combined base and percentage rental incomerevenues or gross leasable area during 2017, 20162021, 2020 or 2015.2019. See Note 3 for disclosures regarding credit risk due to the COVID-19 pandemic.


Supplemental Cash Flow Information - We purchase capital equipment and incur costs relating to construction of new facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
 202120202019
Costs relating to construction included in accounts payable and accrued expenses$11,663 $22,814 $17,619 
  2017 2016 2015
Costs relating to construction included in accounts payable and accrued expenses $32,060
 $22,908
 $28,665

See Note 3, for additional non-cash information associated with our acquisitions of rental property.

A non-cash financing activity that occurred during the 2015 period related to a special dividend of $21.2 million that was declared in December 2015 and paid in January 2016.


Interest paid, net of interest capitalized was as follows for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
202120202019
Interest paid, net of interest capitalized$45,114 $58,021 $57,237 
  2017 2016 2015
Interest paid, net of interest capitalized $56,730
 $50,270
 $49,542

Accounting for Equity-Based Compensation - We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (Amended and Restated as of April 4, 2014) (the "Plan"), which covers our independent directors, officers and our employees. We may issue non-qualified options and other equity-based awards under the Plan. We account for our equity-based compensation plan under the fair value provisions of the relevant accounting guidance and we estimate expected forfeitures in determining compensation cost.


Foreign Currency Translation - We have entered into a co-ownership agreement with RioCan Real Estate Investment Trust to develop and acquire outlet centers in Canada for which the functional currency is the local currency. The assets and liabilities related to our investments in Canada are translated from their functional currency into U.S. Dollars at the rate of exchange in effect on the balance sheet date. Income statement accounts are translated using the average exchange rate for the period. Our share of unrealized gains and losses resulting from the translation of these financial statements are reflected in equity as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets.



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Recently adoptedissued accounting standards - In January 2017,

On March 12, 2020, the Financial Accounting Standards Board ("FASB")FASB issued Accounting Standards Update ("ASU"(“ASU”) 2017-01, Clarifying2020-04, Reference Rate Reform (Topic 848) - Facilitation of the DefinitionEffects of a Business (Topic 805).Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 is effective for interim and annual periods beginning afteras of March 12, 2020 through December 15, 2017, and early adoption is permitted. The update should be applied prospectively. We early adopted this standard on31, 2022. In January 1, 2017. We believe most of our future acquisitions of operating properties will qualify as asset acquisitions and certain transaction costs associated with these acquisitions will be capitalized.




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In August 2016,2021, the FASB issued ASU 2016-15, the Statement of Cash Flows2021-01, Reference Rate Reform (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)848), which finalizes Proposed ASU No. EITF-15F of the same name, and addresses stakeholders’ concerns regarding diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle.  This ASU is effective for fiscal years beginning after December 15, 2017 and for interim periods within those fiscal years, with early adoption permitted. The ASU should be adopted using a retrospective transition approach. We early adopted ASU 2016-15 during the third quarter of 2017, with retrospective application to our consolidated statements of cash flows. For distributions received from equity method investees, we have chosen the cumulative-earnings approach, which is also our current policy for these distributions. ASU 2016-15 requires debt prepayment or debt extinguishment costs to be classified as cash outflows for financing activities. As such, the make-whole premium related to the 2020 notes has been classified as a financing activity. The retrospective application of ASU 2016-15 had no impact on any of the prior periods presented.

Recently issued accounting standards to be adopted - In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. The new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. The amendments can be adopted immediately in any interim or annual period (including the current period). The mandatory effective date for calendar year-end public companies is January 1, 2019. We are currently evaluating the impact of adopting the new guidance, but we do not expect the adoption to have a material impact on our consolidated financial statements.

In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets." ASU 2017-05 clarifies the definition of an in-substance nonfinancial asset and changes the accounting for partial sales of nonfinancial assets to be more consistent with the accounting for a sale of a business pursuant to ASU 2017-01. This update is effective for interim and annual periods beginning after December 15, 2017 using a full retrospective or modified retrospective method and is required to be adopted in conjunction with ASU 2014-09, "Revenue from Contracts with Customers" discussed below. We adopted ASU 2017-05 effective January 1, 2018, along with our adoption of ASU 2014-09, using the modified retrospective approach. We do not actively sell operating properties as part of our core business strategy and, accordingly, the sale of properties does not generally constitute a significant part of our revenue and cash flows. Subsequent to adoption, we believe most of our future contributions of nonfinancial assets to our joint ventures where we cease to have a controlling financial interest, if any, will result in the recognition of a full gain or loss as if we sold 100% of the nonfinancial asset and we will also measure our retained interest at fair value.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in cash, cash equivalents, and amounts generally described as restricted cash. Amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The update should be applied retrospectively to each period presented.  The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. We adopted this pronouncement for our fiscal year beginning January 1, 2018, and the pronouncement will result in changes to our consolidated statements of cash flows such that restricted cash amounts will be included in the beginning-of-period and end-of-period cash and cash equivalents totals.




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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) and issued subsequent amendments to the initial guidance in September 2017 within ASU 2017-13 (collectively, Topic 842). Topic 842, amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. Topic 842 will be effective beginning in the first quarter of 2019. Early adoption of Topic 842 as of its issuance is permitted. We will adopt Topic 842 effective January 1, 2019. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. Based on a preliminary assessment, we expect our significant operating lease commitments, primarily ground leases, will be required to be recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in an increase in the assets and liabilities on our consolidated balance sheets. Upon adoption, we anticipate separating lease components from nonlease components, which will be evaluated under Topic 606, as described below. We are continuing our evaluation, which may identify additional impacts this standard will have on our consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Topic 606, as amended, (collectively, Topic 606). Topic 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Topic 606 applies to all contracts with customers, except those that are withinrefines the scope of other topicsTopic 848 and clarifies some of its guidance. Specifically, certain provisions in the FASB's Accounting Standards Codification, including real estate lease contracts, which the majority of our revenueTopic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is derived. The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets, such as property, including real estate. We are required to adopt the new pronouncement in the first quarter of fiscal 2018 using one of two retrospective application methods.

We adopted Topic 606 effective January 1, 2018 using the modified retrospective approach. Our revenues that will be impacted by this standard primarily include revenue from management, marketing, development, and leasing fees for services performed related to various joint ventures that we manage and other ancillary income earned at our properties. While the total revenue recognized over time would not differ under the new guidance, the recognition pattern may be different under the new guidance. For the years ended December 31, 2017 and December 31, 2016, these revenues were approximately 3% of consolidated revenue, for both periods. As a result, the adoption of Topic 606 or related amendments and modifications by the FASB will not have a material impact on the amount of revenue we recognize in our consolidated financial statements and we will not have a cumulative catch-up upon the adoption of this standard.

3.    Acquisition of Rental Property

2017 Acquisition

Foxwoods

In November 2017, we successfully settled litigation with the estate of our former partner in the Foxwoods, Connecticut joint venture.  In return for mutual releases and no cash consideration, the estate tendered its partnership interest to the Company. Prior to this settlement, we had a 100% economic interest in the consolidated joint venture as a result of reference rate reform. Amendments to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments are effective immediately for all entities. An entity may elect to apply the amendments on a full retrospective basis. We have not adopted any of the optional expedients or exceptions through December 31, 2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

3.    COVID-19 Pandemic

The current novel COVID-19 pandemic (“COVID-19”) has had, and will continue to have, repercussions across local, national and global economies and financial markets. Our financial results for 2020 were materially adversely impacted by COVID-19 as described below. During 2021, our preferred equity interestbusiness 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 distribution provisionsre-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 joint venture agreement. See Note 5future materially affected.

During 2020, although our outlet centers remained open, retailers began closing their stores in our outlet centers in mid-March and by April 6, 2020, substantially all of the stores in our portfolio were closed as a result of mandates by order of local and state authorities. By June 15, 2020, in store shopping for further details with regardsnon-essential retail was allowed in every market in which our centers are located.

Due to the Foxwoods property.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.


2016 Acquisitions

Savannah

In August 2016,During the Savannah joint venture, which ownedyear ended December 31, 2020, as a direct result of the outlet center in Pooler, Georgia, distributed all outparcels along with $15.0pandemic, bankruptcies and restructurings, the Company's earnings were negatively impacted by approximately $47.3 million in cash considerationdue to the(1) write-offs related to bankruptcies and other partneruncollectible 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 partner's ownership interest. We contributedbankruptcies and uncollectible accounts.









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Included in the $15.0negative impact discussed above, for the year ended December 31, 2020, we recorded a $5.3 million reserve for a portion of deferred and under negotiation billings that were expected to become uncollectible in future periods and recognized a write-off of revenue of approximately $7.2 million of straight-line rents associated with the tenant bankruptcies and uncollectible accounts. However, as of December 31, 2021, contractual fixed rents billed during 2020 that were deferred as a direct result of the COVID-19 pandemic and remain outstanding totaled $82,000. Through December 31, 2021, the Company had collected 99% of the 2020 deferred rents due to be repaid during the year ended December 31, 2021. As a result we reversed $2.7 million in reserves related to deferred rents in 2021. The extent of future tenant requests for rent relief and the impact on our results of operations and cash considerationflows is uncertain and cannot be predicted at this time. If store closures were to occur again in our domestic markets, this could have a material adverse impact on our financial position and results of operations.

In March 2020, to increase liquidity, preserve financial flexibility and help meet our obligations for a sustained period of time, we drew down substantially all of the joint venture, which we funded with borrowingsavailable capacity under our $600.0 million unsecured lines of credit. At the time of acquisition, the property was subject to a $96.9 million construction loan, with an interest rate of LIBOR + 1.65%, that would have maturedBeginning in May 2017. In September 2016,June 2020 through August 2020, we repaid the mortgage loan with borrowings under our unsecured lines of credit.


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The former joint venture is now wholly-owned by us and was consolidated in our financial resultsentire $599.8 million outstanding balance bringing the outstanding balance to zero as of December 31, 2020.

During 2020, we took steps to reduce cash outflows, including the acquisition date.  Prior to this transaction, we owned a 50% legal interest in the joint venture since its formationreduction or deferral of certain operating costs, temporary base salary reductions for our named executive officers and accounted for it under the equity method of accounting. However, due to preferred equity contributions we made to the joint venture,other employees, and the returns earned on those contributions, our estimated economic interest in the book valuereduction of the assets was approximately 98%. Therefore, substantially all of the earnings of the joint venture were previously recognized by us as equity in earnings of unconsolidated joint ventures. 
There was no contingent consideration associated with this acquisition. The joint venture incurred approximately $260,000 in third-party acquisition related costs for the acquisition of the venture partner's interest that were expensed as incurred. As a result of acquiring the remaining interest in the Savannah joint venture, we recorded a gain of $46.3 million which represented the difference between the carrying book valuecertain general and the fair value of our previously held equity method investment in the joint venture.

Non-cash investing activities related to the purchase of our partners' interest in the Savannah joint venture, include the assumption of debt totaling $96.9 million.administrative expenses. In addition, rental propertywe also temporarily deferred our Nashville pre-development-stage project and lease related intangible assetscertain other planned capital expenditures. We paid the dividend that was declared in January 2020 as scheduled on May 15, 2020, but in May 2020 the Company’s Board of Directors temporarily suspended dividend distributions to conserve approximately $35.0 million in cash per quarter and liabilities increased by a net of $46.3 million related topreserve our balance sheet strength and flexibility. During 2021, we resumed pre-development activities on the fair value of our previously held interest in excess of our carrying amount; prepaidsNashville project and other assets increased $250,000 and accounts payable and accrued expenses increased $2.1 million from the assumption of current assets and liabilities.

Westgate

In June 2016, we completed the purchase of our partners' interest in the Westgate joint venture, which owned the outlet center in Glendale, Arizona, for a total cash price of approximately $40.9 million. Prior to the transaction, we owned a 58% interest in the Westgate joint venture since its formation in 2012 and accounted for it under the equity method of accounting. The former joint venture is now wholly-owned by us and was consolidated in our financial results as of June 30, 2016.

The total cash price included $39.0 million to acquire the 40% ownership interest held by the equity partner in the joint venture.planned capital expenditures. We also purchasedreinstated the remaining 2% noncontrolling ownership interestsdividend in the Westgate outlet center held inJanuary 2021 and paid dividends on a consolidated partnership for a purchase price of $1.9 million. The acquisition of the noncontrolling ownership interest was recorded as an equity transaction and, as a result, the carrying balances of the noncontrolling interest were eliminated and the remaining difference between the purchase price and carrying balance was recorded as a reduction in additional-paid-in-capital. We funded the total purchase price with borrowings under our unsecured lines of credit. At the time of the acquisition, the property was subject to a $62.0 million mortgage loan, with an interest rate of LIBOR + 1.75% and a maturity in June 2017. In August 2016, we repaid the mortgage loan in full with proceeds from the public offering of $250.0 million in senior notes due 2026.

There was no contingent consideration associated with this acquisition. We incurred approximately $127,000 in third-party acquisition related costs for the acquisition of our partners' interest in the Westgate joint venture that were expensed as incurred. As a result of acquiring the remaining interest in the Westgate joint venture, we recorded a gain of $49.3 million which represented the difference between the carrying book value and the fair value of our previously held equity method investment in the joint venture.

Non-cash investing activities related to the purchase of our partners' interest in the Westgate joint venture, include the assumption of debt totaling $62.0 million. In addition, rental property and lease related intangible assets and liabilities increased by a net of $49.3 million related to the fair value of our previously held interest in excess of our carrying amount; prepaids and other assets increased $227,000 and accounts payable and accrued expenses increased $5.0 million from the assumption of current assets and liabilities.

The following table illustrates the fair value of the aggregate consideration transferred to acquire the equity interests of the Savannah and Westgate properties at the acquisition datequarterly basis for the year ended 2016 (in thousands):December 31, 2021.

Cash transferred for equity interests$54,000
Fair value of our previously held interests145,581
Fair value of net assets$199,581


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The following table illustrates the aggregate fair value of the amounts of the identifiable assets acquired and liabilities assumed and recognized at the acquisition date for the Savannah and Westgate properties acquired during the year ended 2016:
  
Fair Value
 (in thousands)
 Weighted-Average Amortization Period (in years)
Cash $8,781
  
Land 27,593
  
Buildings, improvements and fixtures 308,117
  
Deferred lease costs and other intangibles    
Above market lease value 15,882
 7.2
Lease in place value 13,972
 5.9
Lease and legal costs 10,264
 6.4
Total deferred lease costs and other intangibles 40,118
  
Prepaids and other assets 477
  
Debt (158,994)  
Accounts payable and accrued expenses (7,183)  
Other liabilities (below market lease value) (19,328) 12.0
Total fair value of net assets $199,581
  

The fair values were determined based on an income approach, using a rental growth rate of 3.0%, a discount rate between 7.50% and 8.25%, and a terminal capitalization rate between 5.75% and 7.0%. The estimated fair values were determined to have primarily relied upon Level 3 inputs, as defined in Note 12.

The Company has finalized the valuations and completed the purchase price allocations. During the measurement period, we adjusted the Westgate purchase price allocation based upon information that was received subsequent to the acquisition date that related to conditions that existed as of that date. This adjustment increased above market lease value by $1.6 million, and decreased buildings, improvements and fixtures by $5.6 million, below market lease value by $4.8 million, lease in place value by $628,000 and land by $150,000.


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4. Disposition of Properties


The following table sets forth the properties sold for the years ended 2017, 20162021, 2020 and 20152019 (in thousands):.
PropertiesLocationsDate SoldSquare FeetNet Sales ProceedsGain on Sale
2021 Dispositions: (1)
JeffersonvilleJeffersonville, OhioJanuary 2021412 $8,100 $— 
2020 Dispositions: (1)
TerrellTerrell, TexasAugust 2020178 $7,626 $2,324 
2019 Dispositions: (1)
Nags Head, Ocean City, Park City, and WilliamsburgNags Head, NC, Ocean City, MD, Park City, UT, and Williamsburg, IAMarch 2019878 $128,248 $43,422 
Land outparcelsSavannah, GA and Seymour, INJuly 2019— $257 $— 
878 $128,505 $43,422 

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

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Properties Locations Date Sold Square Feet Net Sales Proceeds Gain on Sale
           
2017 Dispositions:(1)
          
Westbrook Westbrook, CT May 2017 290
 $39,213
 $6,943
           
2016 Dispositions:(1)
          
Fort Myers Fort Myers, FL January 2016 199
 $25,785
 $4,887
Land outparcel Myrtle Beach, SC September 2016 —
 $2,921
 1,418
          $6,305
           
2015 Dispositions:(1)(2)
          
Barstow Barstow, CA October 2015 171
 $105,793
 $86,506
Kittery I and II, Tuscola, and West Branch Kittery, ME, Tuscola, IL, and West Branch, MI September 2015 439
 $43,304
 20,215
          $106,721
(1)The rental properties did not meet the criteria set forth in the guidance for reporting discontinued operations (See Note 2), thus their results of operations have remained in continuing operations.
(2)We received combined net proceeds of $149.1 million of which $121.3 million was recorded in restricted cash as of December 31, 2015. The restricted cash represented the cash proceeds from property sales that were being held by a qualified intermediary for such amounts subsequently being invested in the 2016 period in a tax efficient manner under Section 1031 of the Internal Revenue Code of 1986, as amended.

5. Development of Consolidated Rental Properties

2017 Developments

Fort Worth

In October 2017, we opened a 352,000 square foot wholly-owned outlet center in the greater Fort Worth, Texas area. The outlet center is located within the 279-acre Champions Circle mixed-use development adjacent to Texas Motor Speedway.

Lancaster Expansion

In September 2017, we opened a 123,000 square foot expansion of our outlet center in Lancaster, Pennsylvania.

2016 Developments

Daytona Beach

In November 2016, we opened an approximately 352,000 square foot, wholly-owned, outlet center in Daytona Beach, Florida.


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2015 Developments

Foxwoods

In May 2015, we opened an approximately 312,000 square foot outlet center at the Foxwoods Resort Casino in Mashantucket, Connecticut. Prior to the settlement of the litigation with our former joint venture partner related to the Foxwoods property as described further in Note 3 above, we owned a controlling interest in the joint venture which was consolidated for financial reporting purposes.

Grand Rapids

In July 2015, we opened an approximately 352,000 square foot wholly-owned outlet center near Grand Rapids, Michigan.

Southaven

In November 2015, we opened an approximately 320,000 square foot outlet center in Southaven, Mississippi. We own a controlling interest in the joint venture which is consolidated for financial reporting purposes.

As of December 31, 2017, based upon the liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value, our economic interest would represent substantially all of the economic benefit of the property. Our economic interest may fluctuate based on a number of factors, including mortgage financing, partnership capital contributions and distributions, and proceeds from asset sales.


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6.5. Investments in Unconsolidated Real Estate Joint Ventures


The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures:
As of December 31, 2021
Joint VentureOutlet Center LocationOwnership %Square Feet
(in 000's)		Carrying Value of Investment (in millions)
Total Joint Venture Debt, Net
(in millions) (1)
Investments included in investments in unconsolidated joint ventures:
ColumbusColumbus, OH50.0 %355 $0.2 $70.9 
RioCan CanadaVarious50.0 %665 82.4 — 
$82.6 
Investments included in other liabilities:
Charlotte (2)
Charlotte, NC50.0 %399 $(16.2)$99.6 
National Harbor (2)
National Harbor, MD50.0 %341 (11.2)94.5 
Galveston/Houston (2)
Texas City, TX50.0 %353 (14.0)64.4 
$(41.4)
As of December 31, 2017
Joint Venture Outlet Center Location Ownership % 
Square Feet
(in 000's)
 Carrying Value of Investment (in millions) 
Total Joint Venture Debt, Net
(in millions)(1)
Columbus Columbus, OH 50.0% 355
 $1.1
 $84.4
National Harbor National Harbor, MD 50.0% 341
 2.5
 86.4
RioCan Canada Various 50.0% 923
 115.8
 11.1
Investments included in investments in unconsolidated joint ventures     $119.4
 

           
Charlotte(2)
 Charlotte, NC 50.0% 398
 $(4.1) $89.8
Galveston/Houston(2)
 Texas City, TX 50.0% 353
 (13.0) 79.4
Investments included in other liabilities     $(17.1) 

As of December 31, 2020
Joint VentureOutlet Center LocationOwnership %Square Feet
(in 000's)		Carrying Value of Investment (in millions)
Total Joint Venture Debt, Net
(in millions) (1)
Investments included in investments in unconsolidated joint ventures:
ColumbusColumbus, OH50.0 %355 $2.0 $70.8 
RioCan CanadaVarious50.0 %765 92.6 — 
$94.6 
Investments included in other liabilities:
Charlotte (2)
Charlotte, NC50.0 %399 $(12.8)$99.6 
National Harbor (2)
National Harbor, MD50.0 %341 (8.4)94.5 
Galveston/Houston (2)
Texas City, TX50.0 %353 (19.5)80.0 
$(40.7)

(1)Net of debt origination costs of $1.0 million and $1.1 million as of December 31, 2021 and 2020, respectively.
(2)We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income or loss of the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners and equity in earnings of the joint ventures.
As of December 31, 2016
Joint Venture Outlet Center Location Ownership % 
Square Feet
(in 000's)
 Carrying Value of Investment (in millions) 
Total Joint Venture Debt, Net
(in millions)(1)
Columbus Columbus, OH 50.0% 355
 $6.7
 $84.2
National Harbor National Harbor, MD 50.0% 341
 4.1
 86.1
RioCan Canada Various 50.0% 901
 117.3
 11.1
Investments included in investments in unconsolidated joint ventures     $128.1
 

           
Charlotte(2)
 Charlotte, NC 50.0% 398
 $(2.5) $89.7
Galveston/Houston(2)
 Texas City, TX 50.0% 353
 (3.8) 64.9
Investments included in other liabilities     $(6.3) 

(1)Net of debt origination costs and including premiums of $1.4 million and $1.6 million as of December 31, 2017 and December 31, 2016, respectively.
(2)The negative carrying value is due to the distributions of proceeds from mortgage loans and quarterly distributions of excess cash flow exceeding the original contributions from the partners.


Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):
Year Ended December 31,
202120202019
Fees:
Management and marketing$2,347 $1,859 $2,308 
Leasing and other fees228 60 126 
Expense reimbursements from unconsolidated joint ventures3,836 3,017 2,985 
Total Fees$6,411 $4,936 $5,419 
  Year Ended December 31,
  2017 2016 2015
Fees:      
Management and marketing $2,310
 $2,744
 $2,853
Development and leasing 124
 651
 1,827
Loan guarantee 18
 452
 746
Total Fees $2,452
 $3,847
 $5,426



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F-29




Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis (totaling $4.2$3.4 million and $3.7$3.6 million as of December 31, 20172021 and 2016,2020, respectively) are amortized over the various useful lives of the related assets.


Charlotte


In July 2014, we opened an approximately 398,000 square foot outlet center in Charlotte, North Carolina that was developed through, and is owned by, a joint venture formed in May 2013. TheIn June 2018, the Charlotte joint venture has an outstanding interest-onlyclosed on a $100.0 million mortgage loan forwith a fixed interest rate of approximately 4.3% and a maturity date of July 2028. The proceeds from the loan were used to pay off the existing $90.0 million atmortgage loan with an interest rate of LIBOR + 1.45%., which had an original maturity date of November 2018. The joint venture distributed the incremental net loan initially matures in November 2018, withproceeds of $9.3 million equally to the option to extend the maturity for one additional year. partners.Our partner is providing property management, marketing and leasing services to the joint venture.


Columbus


In June 2016, we opened an approximately 355,000 square foot outlet center in Columbus, Ohio. The development was initially fully funded with equity contributed to the joint venture by Tanger and its partner. In November 2016, the joint venture closed on an interest-only mortgage loan of $85.0 million at an interest rate of LIBOR + 1.65%. The loan initially maturesmatured in November 2019, with two one-year extension options. The joint venture received net loan proceeds of $84.2 million and distributed them equally to the partners. In October 2019, the joint venture exercised its first option to extend the mortgage loan for one year to November 2020 under the same terms. In December 2020, the Columbus joint venture amended the mortgage loan to extend the maturity to November 2022, which required a reduction in principal balance from $85.0 million to $71.0 million. The amendment also changed the interest rate from LIBOR + 1.65% to LIBOR + 1.85%. In addition, the mortgage loan guarantee by us was increased from $6.4 million to $11.9 million. We are providing property management, marketing and leasing services to the joint venture.

Galveston/Houston


In October 2012, we opened an approximately 353,000 square foot outlet center in Texas City, Texas that was developed through, and is owned by, a joint venture formed in June 2011. In July 2017, the joint venture amended and restated the initial construction loan, which had an outstanding balance of $65.0 million, to increase the amount available to borrow from $70.0 million to $80.0 million and extended the maturity date until July 2020 with two one-year options. The amended and restated loan also changed the interest rate from LIBOR + 1.50% to LIBOR + 1.65%. At the closing of the amendment, the joint venture distributed the net proceeds of approximately $14.5 million equally between the partners.partners.In June 2020, in response to the COVID-19 impact on the property, the Galveston/Houston joint venture amended its mortgage loan. The loan modification amended the first one-year extension option to provide for two six-month options (the “First Extension” and “Second Extension”, respectively). Under the loan modification, the loan would have matured in July 2022. In February 2021, the Galveston/Houston joint venture amended its mortgage loan to extend the maturity to July 2023, which required a reduction in principal balance from $80.0 million to $64.5 million. The amendment also changed the interest rate from LIBOR + 1.65% to LIBOR + 1.85%. Each partner made a capital contribution of $7.0 million to fund the reduction in principal balance. We are providing property management, marketing and leasing services to the outlet center.


National Harbor


In November 2013, we opened an approximately 341,000 square foot outlet center at National Harbor in the Washington, D.C. Metro area that was developed through, and is owned by, a joint venture formed in May 2011. TheIn December 2018, the National Harbor joint venture has an outstanding interest-onlyclosed on a $95.0 million mortgage loan with a fixed interest rate of approximately 4.6% and a maturity date of January 2030. The proceeds from the loan were used to pay off the $87.0 million construction loan with an interest rate of $87.0 million with aLIBOR + 1.65%, which had an original maturity date of November 2019. The joint venture distributed the incremental net loan carries an interest rateproceeds of LIBOR + 1.65%. We are providing property management, marketing and leasing services$7.4 million equally to the joint venture.partners.


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RioCan Canada


We have a 50/50 co-ownership agreement with RioCan Real Estate Investment Trust to developoperate and acquiremanage outlet centers in Canada. Under the agreement, any outlet centers developed or acquired will be branded as Tanger Outlet Centers. Prior to July 2017, we providedWe provide leasing and marketing services for the outlet centers and RioCan providedprovides development and property management services.Subsequent to July 2017, we have agreed to provide marketing services for the outlet centers and RioCan has agreed to provide development, leasing and property management services.


In October 2014, the co-owners opened Tanger Outlets Ottawa, the first ground up development of a Tanger Outlet Center in Canada. In March 2016, the co-owners opened an approximately 28,000 square foot expansion related to an anchor tenant bringing the total square feet of the outlet center to approximately 316,000 square feet. In 2016, the co-owners commenced construction on a 39,000 square foot expansion, which opened during the second quarter of 2017.


F-34



In November 2014, the co-owners opened an approximately 149,000 square foot expansion2017 to the existing Cookstown Outlet Mall, bringingbring the total square feet of the outlet center to approximately 308,000 square feet.357,000. In November 2020, the Rio Can joint venture closed on the sale of an outparcel located at Tanger Outlets Ottawa for net proceeds of approximately $5.5 million and a gain of approximately $2.0 million. Our share of the net proceeds was $2.8 million, and our share of the gain was approximately $1.0 million.


Other properties owned byIn addition, the RioCan Canada co-owners include Les Factoreries Saint-Sauveur and Bromontown the Cookstown Outlet Mall. Les Factoreries Saint-SauveurMall, which is approximately 308,000 square feet.

In March 2021, the RioCan joint venture closed on the sale of its 116,000 square feet andfoot outlet center in Saint-Sauveur, for net proceeds of approximately $9.4 million. Our share of the Bromont Outlet Mall isproceeds was approximately 161,000 square feet.

Rental property held and used by our joint ventures are reviewed for impairment in$4.7 million. As a result of this transaction, we recorded a loss on the event that facts and circumstances indicate the carrying amountsale of an asset may not be recoverable. In such an event, the estimated future undiscounted cash flows associated with the asset is compared$3.7 million. This includes a $3.6 million charge related to the asset's carrying amount,foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.

In May 2020, the joint venture’s mortgage loan for the outlet center in Saint-Sauveur matured and if less than such carrying amount, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.

During 2016, the joint venture determined forrepaid the approximately $8.3 million owed in full.

During 2020, the RioCan joint venture recognized an impairment charge related to its Bromont, Quebec outlet center that the estimated future undiscounted cash flows of that property did not exceed the property's carrying value based on the reductionSaint-Sauveur property. The impairment charge was primarily driven by, among other things, new competition in the property's net operating income. Therefore,market and changes in market capitalization rates and the joint venture recorded a $5.8 million non-cashCOVID-19 pandemic in 2020.

The table below summarizes the impairment charge in its statement of operations, which equaled the excess of the property's carrying value over its fair value. charges taken during 2020 (in thousands):
Impairment Charge (1)
Outlet CenterTotalOur Share
2020Saint-Sauveur$6,181 $3,091 
(1)The fair value was determined using thean income approach whereby the joint venture considered the prevailing market income capitalization rates and stabilized net operating income projections. Our share of this impairment charge, $2.9 million, was recorded in equity in earnings of unconsolidated joint ventures in our consolidated statement of operations.

During 2017, the joint venture determined for its Bromont and Saint Sauveur, Quebec outlet centers that the estimated future undiscounted cash flows of those properties did not exceed the property's carrying value based on the joint venture's expectations of the future performance of the centers. Therefore, the joint venture recorded an $18.0 million non-cash impairment charge in its statement of operations, which equaled the excess of the properties carrying value over its fair value. The fair value was determined using a market 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 this impairment charge, $9.0 million,the proceeds was recorded in equity in earnings of unconsolidated joint ventures in our consolidated statement of operations.

Savannah

In May 2016, the joint venture expanded the outlet center in Savannah by approximately 42,000 square feet, bringing the outlet center's total gross leasable area to approximately 429,000 square feet.

As described in Note 3, we acquired our partners' interest in the Savannah joint venture in August 2016 and have consolidated the property for financial reporting purposes since the acquisition date.

Westgate/Glendale

As described in Note 3, we acquired our partners' interest in the Westgate joint venture in June 2016 and have consolidated the property for financial reporting purposes since the acquisition date.
Wisconsin Dells

In February 2015, we sold our equity interest in the joint venture that owned the outlet center located in Wisconsin Dells, Wisconsin for approximately $15.6 million, representing our share of the sales price totaling $27.7 million less our share of the outstanding debt, which totaled $12.1$3.2 million. As a result of this transaction, we recorded a gainforeign currency loss of approximately$13.7 $3.6 millionin the first quarter of 2015,other income (expense), which represented the difference between the carrying value of our equity method investment and the net proceeds received.


had been previously recorded in other comprehensive income.
F-35
F-31




Condensed combined summary financial information of joint ventures accounted for using the equity method as of December 31, 20172021 and 20162020 and for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures20212020
Assets
Land$83,568 $86,861 
Buildings, improvements and fixtures467,918 471,798 
Construction in progress744 2,976 
552,230 561,635 
Accumulated depreciation(166,096)(145,810)
Total rental property, net386,134 415,825 
Cash and cash equivalents19,030 21,471 
Deferred lease costs, net3,517 4,849 
Prepaids and other assets13,109 20,478 
Total assets$421,790 $462,623 
Liabilities and Owners' Equity
Mortgages payable, net$329,460 $344,856 
Accounts payable and other liabilities15,231 17,427 
Total liabilities344,691 362,283 
Owners' equity77,099 100,340 
Total liabilities and owners' equity$421,790 $462,623 
Condensed Combined Statements of Operations- Unconsolidated Joint Ventures:Year Ended December 31,
202120202019
Revenues$88,120 $76,866 $93,508 
Expenses:
Property operating35,111 33,053 36,812 
General and administrative278 395 271 
Impairment charges— 6,181 — 
Depreciation and amortization22,947 23,544 24,454 
Total expenses58,336 63,173 61,537 
Other income (expense):
Interest expense(11,715)(13,091)(16,234)
Gain on sale of assets503 1,983 — 
Other non-operating income160 170 507 
Total other income (expense)$(11,052)$(10,938)$(15,727)
Net income$18,732 $2,755 $16,244 
The Company and Operating Partnership's share of:
Net income$8,904 $1,126 $7,839 
Depreciation, amortization and asset impairments (real estate related)$11,618 $15,115 $12,512 

F-32
Condensed Combined Balance Sheets - Unconsolidated Joint Ventures 2017 2016
Assets    
Land $95,686
 $88,015
Buildings, improvements and fixtures 505,618
 503,548
Construction in progress, including land under development 3,005
 13,037
  604,309
 604,600
Accumulated depreciation (93,837) (67,431)
Total rental property, net 510,472
 537,169
Cash and cash equivalents 25,061
 27,271
Deferred lease costs, net 10,985
 13,612
Prepaids and other assets 15,073
 12,567
Total assets $561,591
 $590,619
Liabilities and Owners' Equity    
Mortgages payable, net $351,259
 $335,971
Accounts payable and other liabilities 14,680
 20,011
Total liabilities 365,939
 355,982
Owners' equity 195,652
 234,637
Total liabilities and owners' equity $561,591
 $590,619


Condensed Combined Statements of Operations- Unconsolidated Joint Ventures: Year Ended December 31,
  2017 2016 2015
Revenues $96,776
 $106,766
 $106,042
Expenses:      
Property operating 36,507
 39,576
 40,639
General and administrative 350
 349
 571
Asset impairment 18,042
 5,838
 —
Depreciation and amortization 28,162
 32,930
 34,516
Total expenses 83,061
 78,693
 75,726
Operating income 13,715
 28,073
 30,316
Interest expense (10,365) (8,946) (8,674)
Other non-operating income 71
 6
 19
Net income $3,421
 $19,133

$21,661
The Company and Operating Partnership's share of:      
Net income $1,937
 $10,872
 $11,484
Depreciation, amortization and asset impairments (real estate related) $22,878
 $21,829
 $20,052


F-36



7.6.    Deferred Charges


Deferred lease costs and other intangibles, net as of December 31, 20172021 and 20162020 consist of the following (in thousands):
20212020
Deferred lease costs$90,240 $88,867 
Intangible assets:
Above market leases38,942 39,628 
Lease in place value53,584 55,074 
Tenant relationships33,759 34,694 
Other intangibles40,806 41,117 
257,331 259,380 
Accumulated amortization(183,611)(174,420)
Deferred lease costs and other intangibles, net$73,720 $84,960 
  2017 2016
Deferred lease costs $81,888
 $76,733
Intangible assets:    
Above market leases 54,763
 57,077
Lease in place value 71,801
 77,858
Tenant relationships 49,184
 52,925
Other intangibles 49,730
 52,346
  307,366
 316,939
Accumulated amortization (175,305) (165,360)
Deferred lease costs and other intangibles, net $132,061
 $151,579


Below market lease intangibles, net of accumulated amortization, included in other liabilities on the consolidated balance sheets as of December 31, 20172021 and 20162020 were $24.5$14.9 million and $27.6$16.9 million, respectively.


Amortization of deferred lease costs and other intangibles, excluding above and below market leases, included in depreciation and amortization for the years ended December 31, 2017, 20162021, 2020 and 20152019 was $17.8$10.7 million, $16.8$12.4 million and $16.7$13.7 million, respectively.


Amortization of above and below market lease intangibles recorded as an increase or (decrease) in base rentals for the years ended December 31, 2017, 20162021, 2020 and 20152019 was $78,000, $(2.4) million $(2.8) million and $(2.0)$(1.0) million, respectively.
Estimated aggregate amortization of net above and below market leases and other intangibles for each of the five succeeding years is as follows (in thousands):
Year
Above/(Below) Market Leases, Net (1)
Deferred Lease Costs and Other Intangibles (2)
2022$192 $4,022 
2023235 3,392 
2024165 3,175 
2025(280)2,558 
2026(636)1,947 
Total$(324)$15,094 
(1)These net amounts are recorded as a reduction (increase) of base rentals.
(2)These amounts are recorded as an increase in depreciation and amortization.


F-33
Year 
Above/below market leases, net (1)
 
Deferred lease costs and other intangibles (2)
2018 $2,387
 $9,173
2019 911
 7,018
2020 447
 5,945
2021 284
 5,156
2022 267
 4,767
Total $4,296
 $32,059
(1)These amounts are recorded as a reduction of base rentals.
(2)These amounts are recorded as an increase in depreciation and amortization.



F-37




8.7.    Debt of the Company


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


The Company guarantees the Operating Partnership's obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $520.0 million. The Company also guarantees the Operating Partnership's unsecured term loan.


The Operating Partnership had the following amounts outstanding on the debt guaranteed by the Company as of December 31, 20172021 and 20162020 (in thousands):
20212020
Unsecured lines of credit$— $— 
Unsecured term loan$300,000 $350,000 

  2017 2016
Unsecured lines of credit $208,100
 $61,000
Unsecured term loan $325,000
 $325,000


F-38



9.8.    Debt of the Operating Partnership


The debt of the Operating Partnership as of December 31, 20172021 and 20162020 consisted of the following (in thousands):
20212020
Stated Interest Rate(s)Maturity DatePrincipal
Book Value(1)
Principal
Book Value(1)
Senior, unsecured notes: 
Senior notes3.875 %December 2023$— $— $250,000 $247,967 
Senior notes3.750 %December 2024— — 250,000 248,493 
Senior notes3.125 %September 2026350,000 347,329 350,000 346,770 
Senior notes3.875 %July 2027300,000 297,742 300,000 297,346 
Senior notes2.750 %September 2031400,000 391,110 — — 
Mortgages payable:
Atlantic City (2) (3)
6.44 %-7.65%December 2024- December 202621,550 22,387 27,343 28,569 
SouthavenLIBOR+1.80%April 202340,144 40,087 51,400 51,371 
Unsecured term loanLIBOR+1.25%April 2024300,000 298,421 350,000 347,370 
Unsecured lines of creditLIBOR+1.20%July 2025— — — — 
 $1,411,694 $1,397,076 $1,578,743 $1,567,886 
         
      2017 2016
  Stated Interest Rate(s) Maturity Date Principal 
Book Value(1)
 Principal 
Book Value(1)
Senior, unsecured notes:      
      
             
Senior notes 6.125% June 2020 $—
 $—
 $300,000
 $298,226
Senior notes 3.875% December 2023 250,000
 246,036
 250,000
 245,425
Senior notes 3.750% December 2024 250,000
 247,410
 250,000
 247,058
Senior notes 3.125% September 2026 350,000
 345,128
 350,000
 344,600
Senior notes 3.875% July 2027 300,000
 296,182
 —
 —
             
Mortgages payable:            
Atlantic City (2) (3)
 5.14%-7.65%
 November 2021- December 2026 37,462
 39,879
 40,471
 43,286
     Foxwoods LIBOR + 1.55%
 December 2017 —
 —
 70,250
 69,902
     Southaven LIBOR + 1.75%
 April 2018 60,000
 59,881
 59,277
 58,957
Unsecured term loan LIBOR + 0.95%
 April 2021 325,000
 322,975
 325,000
 322,410
Unsecured lines of credit LIBOR + 0.90%
 October 2019 208,100
 206,160
 61,000
 58,002
      $1,780,562
 $1,763,651
 $1,705,998
 $1,687,866
(1)Includes premiums and net of debt discount and unamortized debt origination costs. Excludes $4.8 million and $1.5 million of unamortized debt origination costs related to unsecured lines of credit as of December 31, 2021 and 2020, respectively, recorded in prepaids and other assets in the Consolidated Balance Sheet. Unamortized debt origination costs were $12.9 million and $9.5 million as of December 31, 2021 and 2020, respectively. Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2021, 2020 and 2019 was $4.0 million, $3.6 million and $3.0 million, respectively.
(1)Includes premiums and net of debt discount and unamortized debt origination costs. Unamortized debt origination costs were $12.7 million and $14.0 million for the years ended December 31, 2017 and 2016, respectively. Amortization of deferred debt origination costs included in interest expense for the years ended December 31, 2017, 2016 and 2015 was $3.3 million, $3.2 million and $2.7 million, respectively.
(2)The effective interest rate assigned during the purchase price allocation to this assumed mortgage during the acquisition in 2011 was 5.05%.
(3)Principal and interest due monthly with remaining principal due at maturity.

(2)The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05%.
(3)Principal and interest due monthly with remaining principal due at maturity.

Certain of our properties, which had a net book value of approximately $193.1$153.8 million at December 31, 2017,2021, serve as collateral for mortgages payable. We maintainAs of December 31, 2021, we maintained unsecured lines of credit that as of December 31, 2017, provided for borrowings of up to $520.0 million, includingmillion. The unsecured lines of credit as of December 31, 2021 included a separate $20.0 million liquidity line and a $500.0 million syndicated line. TheAs of December 31, 2021 and following the July amendments discussed below, the syndicated line may be increased up to $1.0$1.2 billion through an accordion feature in certain circumstances. As of December 31, 2017, letters of credit totaling approximately $6.0 million were issued under the lines of credit.




F-34

The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95% of funds from operations on a cumulative basis. As of December 31, 2017,2021, we believe we were in compliance with all of our debt covenants.


2021 Transactions

Unsecured term loan
In January 2018,March 2021 and June 2021, we amendedpaid down a total of $50.0 million of borrowings under our $350.0 million unsecured term loan with cash on hand, reducing the linesoutstanding balance to $300.0 million as of credit to, among other things, increaseDecember 31, 2021.

Redemption of the borrowing capacity, reduce the interest rate spread over LIBOR2023 and extend the maturity date. See Note 24.


F-39



2017 Transactions

$300.02024 Senior Notes and public offering of aggregate $400.0 Million Unsecured Senior Notes due 2027

2031
In July 2017,April 2021, we completed an underwritten public offeringa partial redemption of $300.0$150.0 million aggregate principal amount of our $250.0 million 3.875% senior notes due 2027 (the "2027 Notes").December 2023, for $163.0 million in cash, which includes a make-whole premium of $13.0 million and the write-off of approximately $1.0 million of debt discount and debt origination costs. The 2027make-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 99.579%98.552% of the principal amount to yield 3.926%2.917% to maturity. The 2027 Notesnotes pay interest semi-annually at a rate of 3.875%2.750% per annum and mature on July 15, 2027.September 1, 2031. The aggregate net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $295.9 million. In August 2017, we used the net proceeds from the sale of the 2027 Notes, together with borrowings under our unsecured lines of credit, to redeem all of our 6.125% senior notes due 2020 (the "2020 Notes") (approximately $300.0 million in aggregate principal amount outstanding). The 2020 Notes were redeemed at par plus a “make-whole” premium of approximately $34.1 million. In addition, we wrote off approximately $1.5 million of unamortized debt discount and debt origination costs related to the 2020 Notes.

Foxwoods Debt Repayment

In November 2017, we repaid the $70.3 million floating rate mortgage loan secured by the Foxwoods property with borrowings under its unsecured floating rate lines of credit.

2016 Transactions

Deer Park Debt Repayment

In January 2016, we repaid our $150.0 million floating rate mortgage loan, which had an original maturity date in August 2018 and was related to our Deer Park outlet center.

Unsecured Term Note Repayment

In February 2016, we repaid our $7.5 million unsecured term note, which had an original maturity date in August 2017. In June 2016, our $10.0 million unsecured note payable became due and was repaid in June 2016.

Unsecured Term Loan

In April 2016, we amended our unsecured term loan to increase the size of the loan from $250.0 million to $325.0 million, extend the maturity date from February 2019 to April 2021, reduce the interest rate spread over LIBOR from 1.05% to 0.95%, and increase the incremental loan availability through an accordion feature from $150.0 million to $175.0 million.

Aggregate $350.0 Million Unsecured Senior Notes due 2026 and Westgate Debt Repayment

In August 2016, we completed a public offering of $250.0 million in senior notes due 2026 in an underwritten public offering. The notes were priced at 99.605% of the principal amount to yield 3.171% to maturity. In October 2016, we sold an additional $100.0 million of our senior notes due 2026. The notes priced at 98.962% of the principal amount to yield 3.248% to maturity. The notes pay interest semi-annually at a rate of 3.125% per annum and mature on September 1, 2026. The aggregate net proceeds from the offerings, after deducting the underwriting discount and offering expenses, were approximately $344.5$390.7 million. We used the net proceeds from the sale of the notes to repayredeem 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 $62.0make-whole premium of $31.9 million floating rate mortgage loan related toand the outlet center in Glendale (Westgate), Arizona, repay borrowings underwrite-off of approximately $1.9 million of debt discount and debt origination costs. The make-whole premium and the write-off of debt discount and origination costs was recorded as a loss on early extinguishment of debt within the consolidated statements of operations. The remaining proceeds were used for general corporate purposes.

Unsecured Lines of Credit Extension
In July 2021, we amended our unsecured lines of credit and for general corporate purposes.

Savannah Debt Repayment

Atextended the time of acquisition,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 Savannah outlet centerLIBOR floor, which was subjectpreviously 0.25%, and entitles us to a $96.9 million mortgage loan, with anone 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 LIBOR + 1.65%up to $520.0 million, including a $20.0 million liquidity line and a $500.0 million syndicated line. A 0.25% facility fee is due annually on the entire committed amount of each facility. In certain circumstances, total line capacity may be increased to $1.2 billion through an accordion feature in the syndicated line.

Atlantic City Mortgage
During 2021, we completed the principal payments of certain mortgage notes secured by the Atlantic City property with stated interest rates that ranged from 5.14% to 6.27% and which were scheduled to mature in 2021. The effective interest rate for the remaining notes remains 5.05% as established upon acquisition. The stated rates for the remaining secured notes ranged from 6.44% to 7.65% with maturity date in May 2017. In September 2016, we repaid the mortgage loan with borrowings under our unsecured lines of credit.dates between December 2024 and December 2026.



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2015 Transactions

Southaven Mortgage

In April 2015,October 2021, the consolidated joint venture closedthat 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.


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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 anthe 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 only mortgagerate 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 the ability to borrow up to $60.0 million at an interest rate of LIBOR +1.75%. The loan initially matures on April 29, 2018,swap. Although the amended covenants provide additional flexibility and we expect to remain in compliance with one two-year extension option. such covenants, the potential impacts from COVID-19 are highly uncertain and therefore could impact covenant compliance in the future.


Hershey Mortgage

In May 2015, we repaid the mortgages associated with our Hershey outlet center, which were assumed as part of the acquisition of the property in 2011. The maturity date of the mortgages was August 1, 2015 and it had a principal balance at the date of extinguishment of $29.0 million.

Ocean City Mortgage

In July 2015, we repaid the mortgage associated with our Ocean City outlet center, which was assumed as part of the acquisition of the property in 2011. The maturity date of the mortgage was January 6, 2016 and had a principal balance at the date of extinguishment of $17.6 million.

Extension of Unsecured Lines of Credit

In October 2015,March 2020, in response to the COVID-19 pandemic, we closed on amendments todrew down approximately $599.8 million under our unsecured lines of credit extendingto 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 maturity and reducingentire $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. The maturity daterate spread over LIBOR on our $600.0 million unsecured line of these facilities was extendedcredit facility increased from October 20170.875% to October 2019 with the ability1.0% and our annual facility fee increased from 0.15% to further extend the maturity date for an additional year at0.20%. In addition, our option. The interest rate was reduced fromspread over LIBOR + 1.00% to LIBOR + 0.90% based on our current credit rating and the maximum borrowings to which the syndicated line could be increased through an accordion feature in certain circumstances was$350.0 million unsecured term loan increased from $750.0 million0.90% to $1.0 billion. Loan origination costs associated with the amendments totaled approximately $2.0 million.1.0%.


Debt Maturities


Maturities of theour consolidated existing long-term debt as of December 31, 20172021 for the next five years and thereafter are as follows (in thousands):
Calendar YearAmount
2022$4,436 
202344,912 
2024305,140 
20251,501 
2026355,705 
Thereafter700,000 
Subtotal1,411,694 
Net discount and debt origination costs(14,618)
Total$1,397,076 
Calendar Year Amount
2018 $63,184
2019 211,469
2020 3,566
2021 330,793
2022 4,436
Thereafter 1,167,114
Subtotal 1,780,562
Net discount and debt origination costs (16,911)
Total $1,763,651







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10. Deferred Financing Obligation

In September 2015,Given the noncontrolling interest infinancial implications of the COVID-19 pandemic, we have considered our outlet center in Deer Park, New York exercised its right to require us to acquire their ownership interest inshort-term (one year or less from the property for $28.4 million. We closed ondate of filing these financial statements) liquidity needs and the transaction in January 2016 and repaid the deferred financing obligation, which was recorded in the other liabilities sectionadequacy of our consolidated balance sheet asestimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of December 31, 2015.non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.


11.9.    Derivative Financial Instruments


The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets as of December 31, 20172021 and 20162020 (notional amounts and fair values in thousands):
Fair Value
Effective DateMaturity DateNotional AmountBank Pay RateCompany Average Fixed Pay Rate20212020
Assets (Liabilities) (1):
April 13, 2016January 1, 2021$175,000 1 month LIBOR1.03 %$— $(17)
March 1, 2018January 31, 202140,000 1 month LIBOR2.47 %— (75)
August 14, 2018January 1, 2021150,000 1 month LIBOR2.20 %— (34)
July 1, 2019February 1, 202425,000 1 month LIBOR1.75 %(459)(1,192)
January 1, 2021February 1, 2024150,000 1month LIBOR0.60 %828 (1,901)
January 1, 2021February 1, 2024100,000 1month LIBOR0.22 %1,331 (139)
March 1, 2021February 1, 202425,000 1month LIBOR0.24 %326 — 
Total$2,026 $(3,358)
          Fair Value
Effective Date Maturity Date Notional Amount Bank Pay Rate Company Average Fixed Pay Rate 2017 2016
Assets (Liabilities)(1):
            
November 14, 2013 August 14, 2018 $150,000
 1 month LIBOR 1.30% $326
 $(344)
April 13, 2016 January 1, 2021 175,000
 1 month LIBOR 1.03% 5,207
 4,337
August 14, 2018(2)
 January 1, 2021 150,000
 1 month LIBOR 2.20% (188) —
Total   $475,000
     $5,345
 $3,993
(1)Asset balances are recorded in prepaids and other assets on the consolidated balance sheets and liabilities are recorded in other liabilities on the consolidated balance sheets.
(1)Net asset balances are recorded in prepaids and other assets on the consolidated balance sheets and net liabilities are recorded in other liabilities on the consolidated balance sheets.
(2)In December 2017, we entered into three separate forward starting interest rate swap agreements, effective August 14, 2018.


The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, each with a separate counterparty. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.

The effective portion of changesChanges in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivative, if significant, is recognized directly in earnings. For the year ended December 31, 2017, the ineffective portion was not significant.


The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively (in thousands):
202120202019
Interest Rate Swaps (Effective Portion):
Amount of gain (loss) recognized in other comprehensive income (loss)$5,383 $(2,934)$(6,174)

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  2017 2016 2015
Interest Rate Swaps (Effective Portion):      
Amount of gain (loss) recognized in OCI on derivative $1,351
 $4,609
 $(711)


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12.10.    Fair Value Measurements


Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:
TierDescription
Level 1Observable inputs such as quoted prices in active markets
Level 2Inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions


Fair Value Measurements on a Recurring Basis

The following table sets forth our assets and liabilities that are measured at fair value within the fair value hierarchy (in thousands):
Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of December 31, 2021:
Asset:
Short-term government securities (cash and cash equivalents)$158,197 $158,197 $— $— 
Interest rate swaps (prepaids and other assets)2,485 — 2,485 — 
Total assets$160,682 $158,197 $2,485 $— 
Liabilities:
Interest rate swaps (other liabilities)$459 $— $459 $— 
Total liabilities$459 $— $459 $— 
    Level 1 Level 2 Level 3
    Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs
  Total   
Fair value as of December 31, 2017:        
Asset:        
Interest rate swaps (prepaids and other assets) $5,533
 $—
 $5,533
 $—
Total assets $5,533
 $—
 $5,533
 $—
         
Liabilities:        
Interest rate swaps (other liabilities) $188
 $—
 $188
 $—
Total liabilities $188
 $—
 $188
 $—
         




Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of December 31, 2020:
Assets:
Short-term government securities (cash and cash equivalents)$87,081 $87,081 $— $— 
Total assets$87,081 $87,081 $— $— 
Liabilities:
Interest rate swaps (other liabilities)$3,358 $— $3,358 $— 
Total liabilities$3,358 $— $3,358 $— 



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    Level 1 Level 2 Level 3
    Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Observable Inputs Significant Unobservable Inputs
  Total   
Fair value as of December 31, 2016:        
Assets:        
Interest rate swaps (prepaids and other assets) $3,993
 $—
 $3,993
 $—
Total assets $3,993
 $—
 $3,993
 $—


Fair values of interest rate swaps are approximated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions.


Fair Value Measurements on a Nonrecurring Basis

The following table sets forth our assets that are measured at fair value on a nonrecurring basis within the fair value hierarchy (in thousands):
Level 1Level 2Level 3
Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Observable InputsSignificant Unobservable Inputs
Total
Fair value as of December 31, 2021:
Asset:
Long-lived assets$29,460 $— $— $29,460 
Fair value as of December 31, 2020:
Asset:
Long-lived assets$46,950 $— $— $46,950 
Fair value as of March 31, 2020:
Asset:
Long-lived assets$60,000 $— $— $60,000 
Fair value as of December 31, 2019:
Asset:
Long-lived assets$10,000 $— $— $10,000 

Foxwoods Impairments

During the first quarter 2020, we recorded a $45.7 million impairment charge in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value. The estimated fair value was based on the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate.

During the fourth quarter of 2020, in anticipation of further store closings and declining operating results, we recorded an additional impairment charge of $19.2 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value. The estimated fair value was based on the income approach. During the fourth quarter of 2021, due to a decrease in the estimated hold period and declining operating results, we recorded an additional impairment charge of $7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value. The estimated fair value was based on the income approach.

Discount rates and terminal capitalization rates utilized in the approach above were derived from property-specific information, market transactions and other financial and industry data. The terminal capitalization rate and discount rate are significant unobservable inputs in determining the fair value. These inputs are classified under Level 3 in the fair value hierarchy above. Should the significant assumptions utilized above to determine fair value continue to deteriorate, additional impairments in the future could be possible. 

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F-39




The table below summarizes the terminal capitalization rate and discount rate used:
December 31, 2021December 31, 2020March 31, 2020
Terminal capitalization rate8.3 %7.8 %7.8 %
Discount rate9.3 %8.5 %8.5 %

Jeffersonville Impairments

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

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

Discount rates and terminal capitalization rates utilized in the approach above were derived from property-specific information, market transactions and other financial and industry data. The terminal capitalization rate and discount rate are significant unobservable inputs in determining the fair value. These inputs are classified under Level 3 in the fair value hierarchy above.

The table below summarizes the terminal capitalization rate and discount rate used:
December 31, 2019
Terminal capitalization rate12.0 %
Discount rate13.0 %

Other Fair Value Disclosures

The estimated fair value and recorded value of our debt as of December 31, 20172021 and 20162020 were as follows (in thousands):
20212020
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities$— $— 
Level 2 Significant Observable Inputs1,079,234 1,207,531 
Level 3 Significant Unobservable Inputs366,103 432,272 
Total fair value of debt$1,445,337 $1,639,803 
Recorded value of debt$1,397,076 $1,567,886 
  2017 2016
Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities $—
 $—
Level 2 Significant Observable Inputs 1,139,064
 1,137,976
Level 3 Significant Unobservable Inputs 636,476
 566,668
Total fair value of debt $1,775,540
 $1,704,644
     
Recorded value of debt $1,763,651
 $1,687,866


Our senior unsecured notes are publicly-traded which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the hierarchy. Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation. Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all LIBOR based instruments. When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value.


The carrying values of cash and cash equivalents, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments.

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13.
11.    Shareholders' Equity of the Company


As discussed in Note 14,12, each Class A common limited partnership unit is exchangeable for one common share of the Company. The following table sets forth the number of Class A common limited partnership units exchanged for an equal number of common shares for the years ended December 31, 2017, 20162021, 2020 and 2015:2019:
202120202019
Exchange of Class A limited partnership units33,084 116,530 49,511 
  2017 2016 2015
Exchange of Class A limited partnership units 32,348
 24,962
 25,663


At-the-Market Offering

Under our at-the-market stock offering program (“ATM Offering”), which commenced February 2021, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million (the “Shares”). We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding. We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes. As of December 31, 2021, we had approximately $60.1 million remaining available for sale under the ATM Offering program.

The following table sets forth information regarding settlements under our ATM offering program:
202120202019
Number of common shares settled during the period10,009,263 — — 
Average price per share$18.97 $— $— 
Aggregate gross proceeds (in thousands)$189,868 $— $— 
Aggregate net proceeds after commissions and fees (in thousands)$186,969 $— $— 

Share Repurchase Program


In May 2017,2021, the Company announced that ourCompany’s Board of Directors authorized the repurchase of up to $125.0$80.0 million of itsthe Company’s outstanding common shares as market conditions warrant overthrough May 31, 2023. This authorization replaced a period commencingprevious 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 May 19, 2017share 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 expiringending on May 18, 2019.June 30, 2021 in light of the Repurchase Covenant. On July 1, 2021, the Repurchase Covenant expired. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. During 2017, we repurchased approximately 1.9 million commonThe Company did not repurchase any shares onfor the open market at an average price of $25.80, totaling approximately $49.3 million, exclusive of commissionsyear ended December 31, 2021 and related fees.2020. The remaining amount authorized to be repurchased under the program as of December 31, 20172021 was approximately $75.7$80.0 million.


Shares repurchased during the years ended December 31, 2021, 2020 and 2019 were as follows:
14.
202120202019
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 

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12.    Partners' Equity of the Operating Partnership


All units of partnership interest issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets. When the Company issues common shares upon the exercise of options, the issuance of restricted share awards or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company. Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding Class B common limited partnership unitunits held by Tanger LP Trust.


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The following table sets forth the changes in outstanding partnership units for the years ended December 31, 2017, 20162021, 2020 and 2015:2019:
Limited Partnership Units
General partnership unitsClass AClass BTotal
Balance December 31, 20181,000,000 4,960,684 92,941,783 97,902,467 
Units withheld for employee income taxes— — (131,873)(131,873)
Exchange of Class A limited partnership units— (49,511)49,511 — 
Grant of restricted common share awards by the Company, net of forfeitures— — 242,167 242,167 
Repurchase of units— — (1,209,328)(1,209,328)
Balance December 31, 20191,000,000 4,911,173 91,892,260 96,803,433 
Units withheld for employee income taxes— — (56,597)(56,597)
Exchange of Class A limited partnership units— (116,530)116,530 — 
Grant of restricted common share awards by the Company, net of forfeitures— — 611,350 611,350 
Issuance of deferred units— — 6,258 6,258 
Balance December 31, 20201,000,000 4,794,643 92,569,801 97,364,444 
Units withheld for employee income taxes— — (139,293)(139,293)
Exchange of Class A limited partnership units— (33,084)33,084 — 
Grant of restricted common share awards by the Company, net of forfeitures— — 569,779 569,779 
Issuance of units100,000 — 9,909,263 9,909,263 
Options exercised— — 42,100 42,100 
Balance December 31, 20211,100,000 4,761,559 102,984,734 107,746,293 

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    Limited Partnership Units
  General partnership units Class A Class B Total
Balance December 31, 2014 1,000,000
 5,078,406
 94,509,781
 99,588,187
Units withheld for employee income taxes —
 —
 (31,863) (31,863)
Exchange of Class A limited partnership units —
 (25,663) 25,663
 —
Grant of restricted common share awards by the Company, net of forfeitures —
 —
 348,844
 348,844
Units issued upon exercise of options —
 —
 28,400
 28,400
Balance December 31, 2015 1,000,000
 5,052,743
 94,880,825
 99,933,568
Units withheld for employee income taxes —
 —
 (66,760) (66,760)
Exchange of Class A limited partnership units —
 (24,962) 24,962
 —
Grant of restricted common share awards by the Company, net of forfeitures —
 —
 173,124
 173,124
Issuance of deferred units —
 —
 24,040
 24,040
Units issued upon exercise of options —
 —
 59,700
 59,700
Balance December 31, 2016 1,000,000
 5,027,781
 95,095,891
 100,123,672
Units withheld for employee income taxes —
 —
 (69,886) (69,886)
Exchange of Class A limited partnership units —
 (32,348) 32,348
 —
Grant of restricted common share awards by the Company, net of forfeitures —
 —
 411,968
 411,968
Repurchase of units —
 —
 (1,911,585) (1,911,585)
Units issued upon exercise of options —
 —
 1,800
 1,800
Balance December 31, 2017 1,000,000
 4,995,433
 93,560,536
 98,555,969


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15.13.    Noncontrolling Interests


Noncontrolling interests in the Operating Partnership relate to the interests in the Operating Partnership owned by Non-Company LPs as discussed in Note 2. The noncontrolling interests in other consolidated partnerships consist of outside equity interests in partnerships not wholly-owned by the Company or the Operating Partnership that are consolidated with the financial results of the Company and Operating Partnership because the Operating Partnership exercises control over the entities that own the properties.


In 20172021 and 2016,2020, adjustments ofto the noncontrolling interest in the Operating Partnership were made as a result of the changes in the Company's ownership of the Operating Partnership from additional units received in connection with the Company's issuance of common shares under the ATM offering program and upon the exercise of options and grants of share-based compensation awards, additional units received upon the exchange of Class A common limited partnership units of the Operating Partnership into an equal number of common shares of the Company, and units repurchased by the Operating Partnership as a result of the Company's repurchase of its outstanding common shares. As discussed in Note 13,12, for the years ended December 31, 20172021 and 2016,2020, Non-Company LPs exchanged 32,34833,084 and 24,962116,530 Class A common limited partnership units of the Operating Partnership, respectively, for an equal number of common shares of the Company. In addition, during 2017, theThe Company repurchased approximately 1.9 millionno common shares on the open marketin 2020 and the Operating Partnership repurchased an equal number of units held by the Company.2021.


The changes in the Company's ownership interests in the subsidiaries impacted consolidated equity during the periods shown as follows (in thousands):
20212020
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.$9,118 $(36,278)
Increase (decrease) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests(6,917)(74)
Changes from net income (loss) attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest$2,201 $(36,352)



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  2017 2016
Net income attributable to Tanger Factory Outlet Centers, Inc. $68,002
 $193,744
Increase (decrease) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests 1,630
 (389)
Changes from net income attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest $69,632
 $193,355




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16.14.    Earnings Per Share of the Company


The following table sets forth a reconciliation of the numerators and denominators in computing earnings per share for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands, except per share amounts):
202120202019
Numerator
Net income (loss) attributable to Tanger Factory Outlet Centers, Inc.$9,118 $(36,278)$87,855 
Less allocation of earnings to participating securities(804)(692)(1,336)
Net income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc.$8,314 $(36,970)$86,519 
Denominator
Basic weighted average common shares100,418 92,618 92,808 
Effect of notional units809 — — 
Effect of outstanding options752 — — 
Diluted weighted average common shares101,979 92,618 92,808 
Basic earnings per common share:
Net income (loss)$0.08 $(0.40)$0.93 
Diluted earnings per common share:
Net income (loss)$0.08 $(0.40)$0.93 
  2017 2016 2015
Numerator      
Net income attributable to Tanger Factory Outlet Centers, Inc. $68,002
 $193,744
 $211,200
Less allocation of earnings to participating securities (1,209) (1,926) (2,408)
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc. $66,793
 $191,818
 $208,792
Denominator      
Basic weighted average common shares 94,506
 95,102
 94,698
Effect of notional units —
 175
 —
Effect of outstanding options and certain restricted common shares 16
 68
 61
Diluted weighted average common shares 94,522
 95,345
 94,759
Basic earnings per common share:      
Net income $0.71
 $2.02
 $2.20
Diluted earnings per common share:      
Net income $0.71
 $2.01
 $2.20


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.


The notionalNotional 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, 2017, 2016,2021, 2020 and 2015, 603,411, 501,4462019, approximately 506,000, 1.7 million and 859,4501.1 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.


TheWith 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, 2017, 20162021, 2020 and 2015,169,000, 141,3002019, approximately332,000, 1.8 million and 227,400523,000 options were excluded from the computation, respectively, as they were anti-dilutive. The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.


Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards based on dividends declared and the unvested restricted common shares' participation rights in undistributed earnings. Unvested restricted common shares that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method.



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17.15.    Earnings Per Unit of the Operating Partnership


The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands, except per unit amounts):
202120202019
Numerator
Net income (loss) attributable to partners of the Operating Partnership$9,558 $(38,203)$92,533 
Allocation of earnings to participating securities(804)(692)(1,336)
Net income (loss) available to common unitholders of the Operating Partnership$8,754 $(38,895)$91,197 
Denominator
Basic weighted average common units105,208 97,521 97,766 
Effect of notional units809 — — 
Effect of outstanding options752 — — 
Diluted weighted average common units106,769 97,521 97,766 
Basic earnings per common unit:
Net income (loss)$0.08 $(0.40)$0.93 
Diluted earnings per common unit:
Net income (loss)$0.08 $(0.40)$0.93 
  2017 2016 2015
Numerator      
Net income attributable to partners of the Operating Partnership $71,611
 $204,031
 $222,531
Allocation of earnings to participating securities (1,209) (1,928) (2,413)
Net income available to common unitholders of the Operating Partnership $70,402
 $202,103
 $220,118
Denominator      
Basic weighted average common units 99,533
 100,155
 99,777
Effect of notional units —
 175
 —
Effect of outstanding options and certain restricted common units 16
 68
 61
Diluted weighted average common units 99,549
 100,398
 99,838
Basic earnings per common unit:      
Net income $0.71
 $2.02
 $2.21
Diluted earnings per common unit:      
Net income $0.71
 $2.01
 $2.20


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.


The notionalNotional 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 sharesunits would be issuable if the end of the reporting period were the end of the contingency period. For the years ended December 31, 2017, 2016, 2015, 603,411, 501,4462021, 2020 and 859,4502019, 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. The notional units are considered contingently issuable common units and are included in earnings per unit if

With respect to outstanding options, the effect is dilutive using the treasury stock method.

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, 2017, 20162021, 2020 and 2015, 169,000, 141,3002019, approximately 332,000, 1.8 million and 227,400523,000 options were excluded from the computation, respectively.


Certain of the Company's unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the corresponding unvested restricted unit awards on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards based on distributions declared and the unvested restricted units' participation rights in undistributed earnings. Unvested restricted common units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per unit computation if the effect is dilutive, using the treasury stock method.



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18.16.    Equity-Based Compensation


When a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company's wholly-owned subsidiaries.subsidiary, the Tanger LP Trust. Therefore, when the Company grants an equity based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term "we" refers to the Company and the Operating Partnership together and the term "shares" is meant to also include corresponding units of the Operating Partnership.


WeAs of December 31, 2021, we may issue up to 15.418.7 million common shares under the Plan. Through December 31, 2017, we had granted 7,534,560 options, net of options forfeited; 5,365,728 restricted common share awards, net of restricted common shares forfeited or withheld for employees' tax obligations; and notional units which may result in the issuance of a maximum of 603,411 common shares. Shares remaining available for future issuance totaled 1,896,301approximately 2,110,000 common shares. The amount and terms of the awards granted under the Plan were determined by the Board of Directors (or the Compensation Committee of the Board of Directors).


We recorded equity-based compensation expense in general and administrative expenses in the consolidated statements of operations for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, respectively, as follows (in thousands):
202120202019
Restricted common shares$7,980 $7,614 $12,036 
Notional unit performance awards4,406 4,574 5,918 
Options366 329 166 
Total equity-based compensation$12,752 $12,517 $18,120 
  2017 2016 2015
Restricted common shares $9,395
 $10,976
 $11,220
Notional unit performance awards 3,913
 3,967
 3,030
Options 277
 376
 462
Total equity-based compensation $13,585
 $15,319
 $14,712


Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
 202120202019
Equity-based compensation expense capitalized$94 $409 $384 
  2017 2016 2015
Equity-based compensation expense capitalized $1,044
 $985
 $837


As of December 31, 2017,2021, there was $23.2$15.9 million of total unrecognized compensation cost related to unvested common equity-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 1.92.3 years.


Restricted Common Share and Restricted Share Unit Awards


During 2017, 20162021, 2020 and 2015,2019, the Company granted 253,431, 286,524granted approximately 485,000, 788,000 and 357,844309,000 restricted common shares and restricted share units, respectively, to the independentCompany's non-employee directors and the Company's senior executive officers. The independent2020 grants include approximately 389,000 restricted common shares that were issued to our Chief Executive Officer, Stephen J. Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules. The non-employee directors' restricted common shares generally vest ratably over a three year period and the senior executive officers' restricted common shares generally vest ratably over periods ranging from three to five years. For the restricted shares issued to our chief executive officer during 2017, 2016 and 2015, the restricted share agreements require him to hold the shares for a minimum of three years following each applicable vesting date thereof. Compensation expense related to the amortization of the deferred compensation is being recognized in accordance with the vesting schedule of the restricted shares.common shares and restricted share units. For all of the restricted common share and restricted share unit awards described above, the grant date fair value of the award wasawards were determined based upon the closing market price of the Company's common shares on the day prior to the grant date and the associated compensation expense is being recognized in accordance with the vesting schedule of each grant.date.



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The following table summarizes information related to unvested restricted common shares and restricted share units outstanding for the years ended December 31, 2017, 2016,2021, 2020 and 2015:2019:
Unvested Restricted Common Shares and Restricted Share UnitsNumber of shares and unitsWeighted average grant date fair value
Outstanding at December 31, 2018842,080 $27.56 
Granted (1)
308,623 21.05 
Vested(469,178)27.73 
Forfeited— — 
Outstanding at December 31, 2019681,525 $23.92 
Granted (2)
787,873 23.92 
Vested(330,014)25.43 
Forfeited(18,996)19.79 
Outstanding at December 31, 20201,120,388 $13.91 
Granted (3)
485,105 15.40 
Vested(575,688)15.90 
Forfeited— — 
Outstanding at December 31, 20211,029,805 $13.51 
Unvested Restricted Common Shares Number of shares Weighted average grant date fair value
Outstanding at December 31, 2014 1,099,450
 $29.01
Granted 357,844
 36.69
Vested (371,299) 28.12
Forfeited —
 —
Outstanding at December 31, 2015

 1,085,995
 $31.84
Granted 286,524
 29.64
Vested (388,851) 31.30
Forfeited (104,400) 34.13
Outstanding at December 31, 2016 879,268
 $31.09
Granted 253,431
 33.07
Vested (368,043) 29.87
Forfeited (14,750) 34.39
Outstanding at December 31, 2017 749,906
 $32.30
(1)Includes 51,217 restricted share units.

(2)Includes 121,527 restricted share units.
(3)Includes 68,494 restricted share units.

The table above excludes restricted common shares earned under the 2014 Outperformance2018 Performance Share Plan. In connection with the 2014 Outperformance2018 Performance Share Plan, we issued 184,455approximately 76,000 restricted common shares in January 2017,February 2021, with 94,663approximately 49,000 vesting immediatelyduring 2021 and the remaining 89,79227,000 vesting in January one year thereafter,February 2022, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).


The total value of restricted common shares vested during the years ended 2017, 20162021, 2020 and 20152019 was $12.4$9.4 million, $12.7$4.2 million and $13.1$9.2 million, respectively. During 2017, 20162021, 2020 and 2015,2019, we withheld shares with value equivalent to the employees' minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld were 69,886, 66,760approximately 139,000, 57,000 and 31,863132,000 for 2017, 20162021, 2020 and 2015,2019, respectively, and were based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date. Total amounts paid for the employees' tax obligation to taxing authorities were $2.4$2.1 million, $2.2 million$736,000 and $1.1$2.5 million for 2017, 20162021, 2020 and 2015,2019, respectively, which isare reflected as a financing activity within the consolidated statements of cash flows.


Notional Unit Performance Awards


OutperformancePerformance Share Plan


Each year, the Compensation Committee of Tanger Factory Outlet Centers, Inc. approves the terms and the number of awards to be granted under the Tanger Factory Outlet Centers, Inc. OutperformancePerformance Share Plan (the “OPP"“PSP"), formerly titled the "Outperformance Plan". The OPPPSP is a long-term incentive compensation plan. Recipients may earn units which may convert, subject to the achievement of the goals described below, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period. AnyFor all recipients, any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50% of the shares vesting immediately following the measurement period, and the remaining 50% vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability.disability).



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The following table sets forth OPPPSP performance targets and other relevant information about each plan:
2021
PSP(1)
2020
PSP(1)
2019
PSP(1)
2018
PSP(1)
2017
PSP(2)
Performance targets
Absolute portion of award:
Percent of total award33%33%33%33%50%
Absolute total shareholder return range26 %-41%37 %-52%19 %-30%19 %-30%18 %-35%
Percentage of units to be earned20%-100%20 %-100%20 %-100%20 %-100%20 %-100%
Relative portion of award:
Percent of total award67%67%67%67%50%
Percentile rank of peer group range30 th-80th30 th-80th30 th-80th30 th-80th40 th-70th
Percentage of units to be earned20 %-100%20 %-100%20 %-100%20 %-100%20 %-100%
Maximum number of restricted common shares that may be earned688,824 902,167 531,827 409,972 296,400 
February grant date fair value per share$9.65 $7.30 $12.09 $12.42 $16.60 
April 2020 grant date fair value per share (3)
N/A$3.11 N/AN/AN/A
August 2021 grant date fair value per share (4)
$12.44 N/AN/AN/AN/A
  2017 OPP 2016 OPP 
2015 OPP(1) 
 
2014 OPP(2)
 
2013 OPP (3)
Performance targets (4)
          
Absolute portion of award:          
Percent of total award 50% 50% 60% 70% 70%
Absolute share price appreciation range 18% - 35% 18% - 35% 25% - 35% 25% - 35% 25% - 35%
Percentage of units to be earned 20%-100% 20%-100% 33%-100% 33%-100% 33%-100%
           
Relative portion of award:          
Percent of total award 50% 50% 40% 30% 30%
Percentile rank of peer group range(5)
 40th - 70th 40th - 70th 50th - 70th 50th - 70th 50th - 70th
Percentage of units to be earned 20%-100% 20%-100% 33%-100% 33%-100% 33%-100%
           
Maximum number of restricted common shares that may be earned 296,400
 321,900
 306,600
 329,700
 315,150
Grant date fair value per share $16.60
 $15.10
 $15.85
 $14.71
 $13.99
(1)The number of restricted common shares received under the 2021, 2020 and 2019 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company's peer group. The peer group is based on companies included in the FTSE NAREIT Retail Index.
(1)On December 31, 2017, the measurement period for the 2015 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2015 OPP performance awards were automatically forfeited.
(2)
On December 31, 2016, the measurement period for the 2014 OPP expired. Based on the Company’s absolute total shareholder return over the three-year measurement period, we issued 184,455 restricted common shares in January 2017, with 94,663 vesting immediately and the remaining 89,792 vesting in January one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability). Our relative total shareholder return for the 2014 OPP did not meet the minimum share price appreciation and no shares were earned under this component of the 2014 OPP.
(3)On December 31, 2015, the measurement period for the 2013 OPP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2013 OPP performance awards were automatically forfeited.
(4)The performance shares for the OPP will convert on a pro-rata basis by linear interpolation between share price appreciation thresholds, both for absolute total shareholder return and for relative total shareholder return. The share price for the purposes of calculation of share price appreciation will be adjusted on a penny-for-penny basis with respect to any dividend payments made during the measurement period.
(5)The peer group is based on companies included in the SNL Equity REIT index.

(2)On February 13, 2020, the measurement period for the 2017 PSP expired and neither of the Company’s absolute nor relative total shareholder returns were sufficient for employees to earn, and therefore become eligible to vest in, any restricted shares under the plan. Accordingly, all 2017 PSP performance awards were automatically forfeited.
(3)In April 2020, Mr. Yalof was awarded 205,480 notional units under the 2020 PSP. These awards have the same terms as the awards our executive officers received in February 2020.
(4)In August of 2021, additional awards under the 2021 PSP were granted to recently hired senior executive officers whereby a maximum of approximately 26,000 restricted common shares may be earned.

The fair values of the OPPPSP awards granted during the years ended December 31, 2017, 2016,2021, 2020 and 20152019 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
PSPPSPPSP
202120202019
Risk free interest rate (1)
0.20 %1.40 %2.55 %
Expected dividend yield (2)
6.5 %8.4 %5.3 %
Expected volatility (3)
61 %29 %24 %
  2017 2016 2015
Risk free interest rate (1)
 1.52% 1.05% 0.86%
Expected dividend yield (2)
 3.4% 3.1% 2.7%
Expected volatility (3)
 19% 21% 20%
(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.
(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.

(1)Represents the interest rate as of the grant date on U.S. treasury bonds having the same life as the estimated life of the restricted unit grants.

(2)The dividend yield is calculated utilizing the dividends paid for the previous five-year period.
(3)Based on a mix of historical and implied volatility for our common shares and the common shares of our peer index companies over the measurement period.

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The following table sets forth OPPPSP activity for the years ended December 31, 2017, 2016,2021, 2020 and 2015:2019:
Unvested PSP Awards
Number of unitsWeighted average grant date fair value
Outstanding as of December 31, 20181,013,383 $14.44 
Awarded531,827 12.09 
Earned— — 
Forfeited(421,306)14.36 
Outstanding as of December 31, 20191,123,904 $13.36 
Awarded902,167 6.35 
Earned— — 
Forfeited(316,297)16.01 
Outstanding as of December 31, 20201,709,774 $9.17 
Awarded668,824 9.76 
Earned (1)
(76,478)12.42 
Forfeited(475,854)11.03 
Outstanding as of December 31, 20211,826,266 $8.82 
(1)Represents the units under the 2018 PSP that are no longer outstanding and have been settled in restricted common shares.


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Unvested OPP Awards 
 Number of units Weighted average grant date fair value
Outstanding as of December 31, 2014 644,850
 $14.36
Awarded 306,600
 15.85
Forfeited (407,150) 14.28
Outstanding as of December 31, 2015 544,300
 $15.26
Awarded 321,900
 15.10
Forfeited (107,024) 14.77
Outstanding as of December 31, 2016 759,176
 $15.36
Awarded 296,400
 16.60
Earned (1)
 (184,455) 14.71
Forfeited (267,710) 15.84
Outstanding as of December 31, 2017 603,411
 $15.83

(1)Represents the units under the 2014 OPP that are no longer outstanding and have been settled in restricted common shares.

Option Awards


Options outstanding at December 31, 20172021 had the following weighted average exercise prices and weighted average remaining contractual lives:
Options OutstandingOptions Exercisable
Exercise pricesOptionsWeighted average exercise priceWeighted remaining contractual life in yearsOptionsWeighted average exercise price
$5.73 264,000 $5.73 8.5637,200 $5.73 
$7.15 1,000,000 $7.15 8.37500,000 $7.15 
$21.94 221,500 $21.94 6.07133,500 $21.94 
$32.02 110,100 $32.02 1.95110,100 $32.02 
1,595,600 $10.68 7.64780,800 $13.12 
  Options Outstanding Options Exercisable
Exercise prices Options Weighted average exercise price Weighted remaining contractual life in years Options Weighted average exercise price
$26.06
 62,200
 $26.06
 3.15 62,200
 $26.06
32.02
 169,000
 32.02
 6.00 89,800
 32.02
  231,200
 $30.42
 5.24 152,000
 $29.58


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A summary of option activity under the Plan for the years ended December 31, 2017, 2016,2021, 2020 and 20152019 (aggregate intrinsic value amount in thousands):
OptionsSharesWeighted-average exercise priceWeighted-average remaining contractual life in yearsAggregate intrinsic value
Outstanding as of December 31, 2018534,500 $25.56 
Granted— — 
Exercised— — 
Forfeited(11,200)25.27 
Outstanding as of December 31, 2019523,300 $25.57 6.06$— 
Granted1,334,500 6.79 
Exercised— — 
Forfeited(52,100)25.80 
Outstanding as of December 31, 20201,805,700 $11.69 8.30$— 
Granted— — 
Exercised(42,100)6.31 
Forfeited(168,000)22.84 
Outstanding as of December 31, 20211,595,600 $10.68 7.64$15,707 
Vested and Expected to Vest as of
December 31, 20211,558,090 $10.76 7.62$15,250 
Exercisable as of December 31, 2021780,800 $13.12 7.09$6,569 
Options Shares Weighted-average exercise price Weighted-average remaining contractual life in years Aggregate intrinsic value
Outstanding as of December 31, 2014 370,500
 $30.20
    
Granted —
 —
    
Exercised (28,400) 27.76
    
Forfeited (23,700) 31.58
    
Outstanding as of December 31, 2015 318,400
 $30.32
 7.19 $924
Granted —
 —
    
Exercised (59,700) 29.31
    
Forfeited (16,500) 31.86
    
Outstanding as of December 31, 2016 242,200
 $30.46
 6.26 $1,287
Granted —
 —
    
Exercised (1,800) 29.70
    
Forfeited (9,200) 31.83
    
Outstanding as of December 31, 2017 231,200
 $30.42
 5.24 $28
         
Vested and Expected to Vest as of        
December 31, 2017 227,569
 $30.39
 5.22 $28
         
Exercisable as of December 31, 2017 152,000
 $29.58
 4.84 $28


In September 2020, the Company granted 334,500 options to non-executive employees of the Company. The total intrinsicexercise price of the options granted was $5.73 per share which equaled the closing market price of the Company's common shares on the day prior to the grant date. The options expire 10 years from the date of grant and 20% of the options become exercisable in each of the first 5 years commencing one year from the date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $1.03 and included the following weighted-average assumptions: expected dividend yield 4.93%; expected life of 6.5 years; expected volatility of 34.39%; a risk-free rate of 0.48%; and forfeiture rate of 7.2% dependent upon the employee's position within the Company.
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In April 2020, Stephen Yalof became the President and Chief Operating Officer of the Company. Mr. Yalof was granted 1.0 million options exercised duringthat have an exercise price of $7.15 per share, which equaled the closing market price of a common share of the Company on the day prior to the grant date. As an inducement to his entering into employment with the Company, the options were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules. The options expire 10 years endedfrom the date of grant and 25% of the options become exercisable on December 31, 2017, 20162020 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 2015 was $8,000, $469,000included the following weighted-average assumptions: expected dividend yield 9.86%; expected life of 7.9 years; expected volatility of 30%; a risk-free rate of 0.60%; and $200,000, respectively.forfeiture rate 0.0%.


401(k) Retirement Savings Plan


We have a 401(k) Retirement Savings Plan covering substantially all employees who meet certain age and employment criteria. An employee may invest pretax earnings in the 401(k) plan up to the maximum legal limits (as defined by Federal regulations). This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts. During the years ended December 31, 2017, 20162021, 2020 and 2015,2019, we contributed approximately $862,000, $828,000$867,000, $878,000 and $742,000,$889,000, respectively, to the 401(k) Retirement Savings Plan.



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19.17. Accumulated Other Comprehensive Loss of the Company


The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2017, 2016,2021, 2020 and 20152019 (in thousands):
Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss)Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss
Foreign currencyCash flow hedgesTotalForeign currencyCash flow hedgesTotal
Balance December 31, 2018$(32,610)$5,459 $(27,151)$(1,770)$290 $(1,480)
Other comprehensive income (loss) before reclassifications4,062 (3,755)307 217 (202)15 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges3,454 (2,105)1,349 184 (112)72 
Balance December 31, 2019(25,094)(401)(25,495)(1,369)(24)(1,393)
Other comprehensive income (loss) before reclassifications1,695 (6,749)(5,054)88 (359)(271)
Reclassification out of accumulated other comprehensive income (loss) into interest expense— 3,964 3,964 — 210 210 
Balance December 31, 2020(23,399)(3,186)(26,585)(1,281)(173)(1,454)
Other comprehensive income (loss) before reclassifications223 3,776 3,999 30 179 209 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges3,463 1,362 4,825 167 66 233 
Balance December 31, 2021$(19,713)$1,952 $(17,761)$(1,084)$72 $(1,012)
  Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive (Income) Loss
  Foreign currency Cash flow hedges Total Foreign currency Cash flow hedges Total
Balance December 31, 2014 $(14,113) $90
 $(14,023) $(773) $5
 $(768)
Other comprehensive loss before reclassifications (22,017) (2,279) (24,296) (1,183) (122) (1,305)
Reclassification out of accumulated other comprehensive income into interest expense —
 1,604
 1,604
 —
 86
 86
Balance December 31, 2015 (36,130) (585) (36,715) (1,956) (31) (1,987)
Other comprehensive income before reclassifications 4,043
 2,539
 6,582
 216
 135
 351
Reclassification out of accumulated other comprehensive income into interest expense —
 1,838
 1,838
 —
 97
 97
Balance December 31, 2016 (32,087) 3,792
 (28,295) (1,740) 201
 (1,539)
Other comprehensive income before reclassifications 7,727
 1,020
 8,747
 411
 55
 466
Reclassification out of accumulated other comprehensive income into interest expense —
 263
 263
 —
 13
 13
Balance December 31, 2017 $(24,360) $5,075
 $(19,285) $(1,329) $269
 $(1,060)


We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $1.2 million$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, 2017.2021.



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20.18. Accumulated Other Comprehensive Loss of the Operating Partnership


The following table presents changes in the balances of each component of accumulated comprehensive income (loss) for the years ended December 31, 2017, 2016,2021, 2020 and 20152019 (in thousands):
Foreign currencyCash flow hedgesAccumulated other comprehensive income (loss)
Balance December 31, 2018$(34,380)$5,749 $(28,631)
Other comprehensive income (loss) before reclassifications4,279 (3,957)322 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges3,638 (2,217)1,421 
Balance December 31, 2019(26,463)(425)(26,888)
Other comprehensive income (loss) before reclassifications1,783 (7,108)(5,325)
Reclassification out of accumulated other comprehensive income (loss) into interest expense— 4,174 4,174 
Balance December 31, 2020(24,680)(3,359)(28,039)
Other comprehensive income (loss) before reclassifications253 3,955 4,208 
Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges3,630 1,428 5,058 
Balance December 31, 2021$(20,797)$2,024 $(18,773)
  Foreign currency Cash flow hedges Accumulated other comprehensive income (loss)
Balance December 31, 2014 $(14,886) $95
 $(14,791)
Other comprehensive loss before reclassifications (23,200) (2,401) (25,601)
Reclassification out of accumulated other comprehensive income into interest expense —
 1,690
 1,690
Balance December 31, 2015 (38,086) (616) (38,702)
Other comprehensive income before reclassifications 4,259
 2,674
 6,933
Reclassification out of accumulated other comprehensive income into interest expense —
 1,935
 1,935
Balance December 31, 2016 (33,827) 3,993
 (29,834)
Other comprehensive income before reclassifications 8,138
 1,075
 9,213
Reclassification out of accumulated other comprehensive income into interest expense —
 276
 276
Balance December 31, 2017 $(25,689) $5,344
 $(20,345)


We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $1.2 million$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, 2017.2021.


21.19.    Supplementary Income Statement Information


The following amounts are included in property operating expenses for the years ended December 31, 2017, 20162021, 2020 and 20152019 (in thousands):
202120202019
Advertising and promotion$20,632 $20,435 $26,022 
Common area maintenance62,175 56,226 70,472 
Real estate taxes29,592 32,762 33,430 
Other operating expenses28,337 27,712 27,810 
$140,736 $137,135 $157,734 

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  2017 2016 2015
Advertising and promotion $29,046
 $29,108
 $29,144
Common area maintenance 71,195
 70,616
 68,886
Real estate taxes 30,695
 28,542
 26,168
Other operating expenses 24,299
 23,751
 22,305
  $155,235
 $152,017
 $146,503


22.20.    Lease Agreements


Lessor

As a lessor, substantially all of our revenues are earned from arrangements that are within the scope of ASC 842. We account for lease and non-lease components as a single component which resulted in all of our revenues associated with leases being recorded as rental revenues in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019 we recorded a straight-line rent adjustment of $1.9 million, $4.4 million and $6.4 million, respectively, as an increase to rental revenues in our consolidated statements of operations to record revenues from executory costs on a straight-line basis. In addition, direct internal leasing costs are capitalized; however, indirect internal leasing costs are expensed. We only capitalize the portion of these types of costs incurred that are a direct result of an executed lease.

As of December 31, 2017,2021, we were the lessor to over 2,6002,200 stores in our 3630 consolidated outlet centers, under operating leases with initial terms that expire from 20182022 to 2033. 2035, with certain agreements containing extension options. We also have certain agreements which require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

For the years ended December 31, 2021, 2020 and 2019, the components of rental revenues are as follows (in thousands):
202120202019
Rental revenues - fixed$298,095 $289,676 $360,513 
Rental revenues - variable (1)
109,671 88,256 103,433 
Rental revenues$407,766 $377,932 $463,946 
(1)Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

Future minimum lease receipts under non-cancelable operating leases as of December 31, 2017,2021, excluding the effect of straight-line rent and percentagevariable rentals, are as follows (in thousands):
2022$247,030 
2023214,861 
2024177,553 
2025136,911 
202697,990 
Thereafter167,935 
$1,042,280 
2018 $280,644
2019 253,637
2020 231,031
2021 199,028
2022 171,083
Thereafter 448,227
  $1,583,650


Lessee

As of December 31, 2021 and 2020 we have operating lease right-of-use assets $79.8 million and $81.5 million and operating lease liabilities of $88.9 million, and $90.1 million respectively. In March 2019, we sold our Ocean City outlet center, which had an operating lease right-of-use asset and operating lease liability of approximately $2.5 million. In 2020, we recorded impairment charges of $64.8 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value of which $4.0 million of the impairment charge was allocated to the right-of-use asset. In 2021, we recorded an impairment charge of $7.0 million in our consolidated statement of operations which equaled the excess of the carrying value of our Foxwoods outlet center over its estimated fair value of which $563,000 of the impairment charge was allocated to the right-of-use asset.





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23.    Commitments and Contingencies

Commitments and Contingencies of Consolidated Properties

Leases and capital expenditure commitments

Our non-cancelable operating leases, with initial terms in excess of one year, have terms, including certain extension options, that expire from 20182028 to 2101. Annual rental paymentsCertain extension options, which are reasonably certain at inception, are used in the calculation of our operating lease right-of-use assets based on the economic life of the asset. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the balance sheet; we recognize lease expense for these leases totaled approximately $7.1 million, $7.0 million and $6.4 million, foron a straight-line basis over the years ended December 31, 2017, 2016 and 2015, respectively.lease term. The majority of our rental payments areoperating lease expense is related to ground leases at the following outlet centers: Myrtle Beach Hwy 17, Atlantic City, Ocean City, Sevierville, Riverhead, , Foxwoods and Rehoboth Beach.Beach and the lease of our corporate office in Greensboro, North Carolina.


MinimumFor the years ended December 31, 2021, 2020 and 2019, the components of lease costs are as follows (in thousands):
202120202019
Operating lease costs$5,511 $5,531 $5,519 
Short-term lease costs1,465 2,511 2,297 
Variable lease costs (1)
276 295 231 
Total lease costs$7,252 $8,337 $8,047 
(1)Our variable lease costs relate to our ground leases where increases in payments are based on center financial performance.

The discount rate applied to measure each operating lease right-of-use asset and operating lease liability is based on our incremental borrowing rate (“IBR”). We consider the general economic environment and our credit rating and factor in various financing and asset specific adjustments to ensure the IBR is appropriate based on the intended use of the underlying lease. The lease term and discount rates are as follows:
2021
Weighted - average remaining lease term (years)48.81
Weighted - average discount rate5.0 %

Cash flow information related to leases for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):
December 31, 2021December 31, 2020December 31, 2019
Operating cash outflows related to operating leases$5,613 $5,568 $5,569 

Maturities of lease liabilities as of December 31, 2021 for the next five years and thereafter are as follows (in thousands):
2022$5,669 
20235,709 
20245,765 
20255,816 
20265,854 
Thereafter215,205 
Total lease payments$244,018 
Less imputed interest155,144 
Present value of lease liabilities$88,874 








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  Operating Leases
2018 $7,523
2019 7,385
2020 7,187
2021 7,119
2022 7,190
Thereafter 307,521
Total minimum payment $343,925
21.    Commitments and Contingencies

Commitments to complete construction of our ongoing capital projects and other capital expenditure requirements amounted to approximately $9.4 million at December 31, 2017.


Litigation


We are also subject to legal proceedings and claims, which arise from time to time in the ordinary course of our business and have not been finally adjudicated. In our opinion, the ultimate resolution of these matters is not expected to have a material effect on our consolidated financial statements. We record a liability in our consolidated financial statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. We review these estimates each accounting period as additional information is known and adjust the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, we estimate and disclose the possible loss or range of loss to the extent necessary to make the consolidated financial statements not misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in our consolidated financial statements.


Lease Agreements

In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets. Our occupancy at our consolidated centers has increased from 92% at the end of 2020 to 95% at then end of 2021. If our occupancy declines, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants ability to pay reduced rents, which in turn may negatively impact our results of operations.

Employment Agreements


We are party to employment agreements with certain executives that provide for compensation and certain other benefits. The agreements also provide for severance payments under certain circumstances. We are also party to an executive severance plan with certain other executives that provide for severance payments under certain circumstances.

Commitments and Contingencies of Unconsolidated Properties

Capital expenditure commitments

Contractual commitments for ongoing capital projects and other capital expenditure requirements related to our unconsolidated joint ventures amounted to approximately $1.1 million at December 31, 2017, of which our portion was approximately $548,000. Contractual commitments represent only those costs subject to contracts which are legal binding agreements as of December 31, 2017 and do not necessary represent the total cost to complete the projects.


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Debt


We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and termmortgage loans, we may include a guaranty of completion as well as a principal guaranty ranging from 5%0% to 100%17% of principal. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees. As of December 31, 2017,2021, the maximum amount of joint venture debt guaranteed by the Company is $32.8$21.9 million.


24.22.    Subsequent Events


Dividends

In January 2018,2022, the Company's Board of Directors declared a $0.3425$0.1825 cash dividend per common share payable on February 15, 20182022 to each shareholder of record on January 31, 2017,2022, and the Trustees of Tanger GP Trust declared a $0.3425$0.1825 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.

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Increased Borrowing Capacity

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2021 (in thousands)
DescriptionInitial cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements) (1)
Gross Amount Carried at Close of Period
December 31, 2021 (2)
Outlet Center NameLocation
Encum-brances (3)
LandBuildings,
Improve-ments & Fixtures		LandBuildings,
Improve-ments & Fixtures		LandBuildings,
Improve-ments & Fixtures		Total
Accumulated
Depreciation (1)
Date of
Construction or Acquisition		Life Used to
Compute
Depreciation
in Income
Statement
Atlantic CityAtlantic City, NJ$22,387 $— $125,988 $— $14,157 $— $140,145 $140,145 $45,921 
2011 (5)
(4)
Blowing RockBlowing Rock, NC— 1,963 9,424 — 10,808 1,963 20,232 22,195 12,780 
1997 (5)
(4)
BransonBranson, MO— 4,407 25,040 396 26,258 4,803 51,298 56,101 36,391 1994(4)
CharlestonCharleston, SC— 10,353 48,877 — 18,412 10,353 67,289 77,642 38,075 2006(4)
CommerceCommerce, GA— 1,262 14,046 707 37,640 1,969 51,686 53,655 37,981 1995(4)
Daytona BeachDaytona Beach, FL— 9,913 80,410 — 4,105 9,913 84,515 94,428 24,153 2016(4)
Deer ParkDeer Park, NY— 82,413 173,044 — 17,988 82,413 191,032 273,445 60,520 
2013 (5)
(4)
FoleyFoley, AL— 4,400 82,410 693 39,040 5,093 121,450 126,543 66,896 
2003 (5)
(4)
Fort WorthFort Worth, TX— 11,157 87,025 — 2,050 11,157 89,075 100,232 19,693 2017(4)
Foxwoods (6)
Mashantucket, CT— — 130,941 — (96,901)— 34,040 34,040 77 2015(4)
GonzalesGonzales, LA— 679 15,895 — 34,548 679 50,443 51,122 37,931 1992(4)
Grand RapidsGrand Rapids, MI— 8,180 75,420 — 4,008 8,180 79,428 87,608 26,269 2015(4)
HersheyHershey, PA— 3,673 48,186 — 7,828 3,673 56,014 59,687 20,967 
2011(5)
(4)
Hilton Head IBluffton, SC— 4,753 — — 33,962 4,753 33,962 38,715 18,442 2011(4)
Hilton Head IIBluffton, SC— 5,128 20,668 — 17,418 5,128 38,086 43,214 21,183 
2003 (5)
(4)
HowellHowell, MI— 2,250 35,250 — 17,053 2,250 52,303 54,553 30,492 
2002 (5)
(4)
LancasterLancaster, PA— 3,691 19,907 6,656 65,756 10,347 85,663 96,010 37,661 
1994 (5)
(4)
Locust GroveLocust Grove, GA— 2,558 11,801 57 33,336 2,615 45,137 47,752 30,918 1994(4)
MebaneMebane, NC— 8,821 53,362 — 6,803 8,821 60,165 68,986 33,622 2010(4)
Myrtle Beach Hwy 17Myrtle Beach, SC— — 80,733 — 30,250 — 110,983 110,983 45,632 
2009 (5)
(4)
Myrtle Beach Hwy 501Myrtle Beach, SC— 8,781 56,798 — 42,365 8,781 99,163 107,944 54,563 
2003 (5)
(4)
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TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2021 (in thousands)
DescriptionInitial cost to Company
Costs Capitalized
Subsequent to Acquisition
(Improvements) (1)
Gross Amount Carried at Close of Period
December 31, 2021(2)
Outlet Center NameLocation
Encum-brances (3)
LandBuildings,
Improve-ments & Fixtures		LandBuildings,
Improve-ments & Fixtures		LandBuildings,
Improve-ments & Fixtures		Total
Accumulated
Depreciation (1)
Date of
Construction or Acquisition		Life Used to
Compute
Depreciation
in Income
Statement
PittsburghPittsburgh, PA— 5,528 91,288 3 15,887 5,531 107,175 112,706 68,045 2008(4)
Rehoboth BeachRehoboth Beach, DE— 20,600 74,209 1,875 58,885 22,475 133,094 155,569 63,954 
2003 (5)
(4)
RiverheadRiverhead, NY— — 36,374 6,152 136,902 6,152 173,276 179,428 112,032 1993(4)
San MarcosSan Marcos, TX— 1,801 9,440 2,301 60,757 4,102 70,197 74,299 48,762 1993(4)
SavannahPooler, GA— 8,432 167,780 — 4,915 8,432 172,695 181,127 34,665 
2016 (5)
(4)
SeviervilleSevierville, TN— — 18,495 — 52,928 — 71,423 71,423 46,076 
1997 (5)
(4)
SouthavenSouthaven, MS40,087 14,959 50,511 — 1,314 14,959 51,825 66,784 22,533 2015(4)
TiltonTilton, NH— 1,800 24,838 29 14,905 1,829 39,743 41,572 21,920 
2003 (5)
(4)
WestgateGlendale, AZ— 19,037 140,337 2,555 9,080 21,592 149,417 171,009 26,796 
2016 (5)
(4)
OtherVarious— 306 1,495 — 40 306 1,535 1,841 438 Various(4)
$62,474 $246,845 $1,809,992 $21,424 $722,497 $268,269 $2,532,489 $2,800,758 $1,145,388 
(1)Includes impairment charges that reduce the asset value.
(2)Aggregate cost for federal income tax purposes is approximately $2.9 billion.
(3)Including premiums and Extensionnet of Unsecured Linesdebt origination costs.
(4)We generally use estimated lives of Credit

In January 2018, we closed on amendments to our unsecured lines of credit, which increased33 years for buildings and 15 years for land improvements. Tenant finishing allowances are depreciated over the borrowing capacity from $520.0 million to $600.0 million and extended the maturity date from October 2019 to October 2021, with a one-year extension option. We also reduced the interest rate spread over LIBOR from 0.90% to 0.875%, increased the incremental borrowing availability through an accordion featureinitial lease term. Building, improvements & fixtures includes amounts included in construction in progress on the syndicated line from $1.0 billion to $1.2 billion. Loan origination costs associated with the amendments totaledconsolidated balance sheet.
(5)Represents year acquired.
(6)Amounts net of $6.4 million impairment charges taken during 2021 consisting of a write-off of approximately $2.3 million.$8.6 million of building and improvement cost and $2.2 million of accumulated depreciation. Amounts net of $60.1 million impairment charges taken during 2020 consisting of a write-off of approximately $89.8 million of building and improvement cost and $29.7 million of accumulated depreciation.


Notional Unit Performance Awards


In February 2018, the Compensation Committee of the Company approved the general terms of the Tanger Factory Outlet Centers, Inc. 2018 Outperformance Plan (the “2018 OPP"). The 2018 OPP is a long-term incentive compensation plan. Recipients may earn units which may convert, into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period. Any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50% of the shares vesting immediately following the measurement period, and the remaining 50% vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or (c) due to death or disability).

Southaven Loan

In February 2018, the consolidated joint venture that owns the Tanger outlet center in Southaven, Mississippi amended and restated the $60.0 million mortgage loan secured by the property. The amended and restated loan reduced the principal balance to $51.4 million, increased the interest rate from LIBOR + 1.75% to LIBOR + 1.80% and extended the maturity to April 2021, with a two-year extension option.


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25.    Quarterly Financial Data of the Company (Unaudited)

The following table sets forth the Company's summarized quarterly financial information for the years ended December 31, 2017 and 2016 (unaudited and in thousands, except per common share data)(1). This information is not required for the Operating Partnership:
  
Year Ended December 31, 2017 (1)
  First Quarter 
Second Quarter(2)
 
Third Quarter(3)
 
Fourth
 Quarter
Total revenues $121,368
 $119,614
 $120,765
 $126,487
Operating income 37,648
 38,093
 41,383
 43,599
Net income (loss) 23,514
 30,947
 (16,034) 33,449
Income (loss) attributable to Tanger Factory Outlet Centers, Inc. 22,336
 29,390
 (15,219) 31,495
Income (loss) available to common shareholders of Tanger Factory Outlet Centers, Inc. 22,041
 29,084
 (15,525) 31,193
         
Basic earnings per common share:        
Net income (loss) $0.23
 $0.31
 $(0.17) $0.33
         
Diluted earnings per common share:        
Net income (loss) $0.23
 $0.31
 $(0.17) $0.33
(1)Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
(2)In the second quarter of 2017, net income includes a $6.9 million gain on the sale of our outlet center in Westbrook, Connecticut.
(3)
In the third quarter of 2017, net income includes a $35.6 million loss on early extinguishment of debt related to the early redemption of senior notes due 2020 and a $9.0 million impairment charge, associated with our RioCan Canada unconsolidated joint ventures.


F-58




  
Year Ended December 31, 2016 (1)
  
First Quarter(2)
 
Second Quarter(3)
 
Third Quarter(4)
 
Fourth
 Quarter
Total revenues $110,805
 $111,333
 $119,137
 $124,559
Operating income 34,799
 38,340
 39,875
 38,263
Net income 28,617
 77,302
 72,774
 25,636
Income attributable to Tanger Factory Outlet Centers, Inc. 27,150
 73,417
 69,104
 24,073
Income available to common shareholders of Tanger Factory Outlet Centers, Inc. 26,856
 72,692
 68,477
 23,793
         
Basic earnings per common share :        
Net income $0.28
 $0.76
 $0.72
 $0.25
         
Diluted earnings per common share:        
Net income $0.28
 $0.76
 $0.72
 $0.25
(1)Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
(2)In the first quarter of 2016, net income includes a gain of $4.9 million on the sale of our outlet center in Fort Myers, Florida.
(3)In the second quarter of 2016, net income includes a gain of $49.3 million on the acquisition of our other venture partners' equity interests in the Westgate joint venture.
(4)In the third quarter of 2016, net income includes a gain of $46.3 million on the acquisition of our other venture partners' equity interests in the Savannah joint venture and a $1.4 million gain on the sale of an outparcel at our outlet center in Myrtle Beach, South Carolina located on Highway 501.





F-59


TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2017 (in thousands)
                     
Description   Initial cost to Company 
Costs Capitalized
Subsequent to Acquisition
(Improvements)
 
Gross Amount Carried at Close of Period
December 31, 2017 (1)
      
Outlet Center Name Location 
Encum-brances (2)
 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
Total 
Accumulated
Depreciation
 
Date of
Construction or Acquisition
 
Life Used to
Compute
Depreciation
in Income
Statement
Atlantic City Atlantic City, NJ $39,879
 $—
$125,988
 $—
$5,006
 $—
$130,994
$130,994
 $28,612
 
2011 (4)
 
(3) 
Blowing Rock Blowing Rock, NC —
 1,963
9,424
 —
8,652
 1,963
18,076
20,039
 10,028
 
1997 (4)
 
(3) 
Branson Branson, MO —
 4,407
25,040
 396
23,057
 4,803
48,097
52,900
 30,082
 1994 
(3) 
Charleston Charleston, SC —
 10,353
48,877
 —
14,816
 10,353
63,693
74,046
 28,547
 2006 
(3) 
Commerce Commerce, GA —
 1,262
14,046
 707
34,928
 1,969
48,974
50,943
 31,710
 1995 
(3) 
Daytona Beach Daytona Beach, FL —
 9,913
81,183
 —
—
 9,913
81,183
91,096
 5,315
 2016 
(3) 
Deer Park Deer Park, NY —
 82,413
173,044
 —
12,194
 82,413
185,238
267,651
 32,435
 
2013 (4)
 
(3) 
Foley Foley, AL —
 4,400
82,410
 693
41,927
 5,093
124,337
129,430
 54,558
 
2003 (4)
 
(3) 
Fort Worth Fort Worth, TX —
 11,157
83,827
 —
—
 11,157
83,827
94,984
 601
 2017 
(3) 
Foxwoods Mashantucket, CT —
 —
130,561
 —
1,262
 —
131,823
131,823
 14,665
 2015 
(3) 
Gonzales Gonzales, LA —
 679
15,895
 —
34,684
 679
50,579
51,258
 31,867
 1992 
(3) 
Grand Rapids Grand Rapids, MI —
 8,180
75,420
 —
566
 8,180
75,986
84,166
 10,177
 2015 
(3) 
Hershey Hershey, PA —
 3,673
48,186
 —
3,905
 3,673
52,091
55,764
 12,597
 
2011(4)
 
(3) 
Hilton Head I Bluffton, SC —
 4,753
—
 —
33,346
 4,753
33,346
38,099
 12,605
 2011 
(3) 
Hilton Head II Bluffton, SC —
 5,128
20,668
 —
12,137
 5,128
32,805
37,933
 15,458
 
2003 (4)
 
(3) 
Howell Howell, MI —
 2,250
35,250
 —
14,288
 2,250
49,538
51,788
 23,380
 
2002 (4)
 
(3) 
Jeffersonville Jeffersonville, OH —
 2,752
111,276
 —
11,683
 2,752
122,959
125,711
 26,729
 
2011 (4)
 
(3) 
Lancaster Lancaster, PA —
 3,691
19,907
 6,656
55,935
 10,347
75,842
86,189
 26,569
 
1994 (4)
 
(3) 
Locust Grove Locust Grove, GA —
 2,558
11,801
 —
28,687
 2,558
40,488
43,046
 25,694
 1994 
(3) 
Mebane Mebane, NC —
 8,821
53,362
 —
3,024
 8,821
56,386
65,207
 23,015
 2010 
(3) 
Myrtle Beach Hwy 17 Myrtle Beach, SC —
 —
80,733
 —
24,911
 —
105,644
105,644
 29,791
 
2009 (4)
 
(3) 
Myrtle Beach Hwy 501 Myrtle Beach, SC —
 8,781
56,798
 —
38,156
 8,781
94,954
103,735
 41,492
 
2003 (4)
 
(3) 
Nags Head Nags Head, NC —
 1,853
6,679
 —
6,298
 1,853
12,977
14,830
 8,301
 
1997 (4)
 
(3) 
Ocean City Ocean City, MD —
 —
16,334
 —
12,946
 —
29,280
29,280
 7,013
 
2011 (4)
 
(3) 
                     

TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 2017 (in thousands)
                     
Description   Initial cost to Company 
Costs Capitalized
Subsequent to Acquisition
(Improvements)
 
Gross Amount Carried at Close of Period
December 31, 2017(1)
      
Outlet Center Name Location 
Encum-brances (2)

 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
 Land
Buildings,
Improve-ments & Fixtures
Total 
Accumulated
Depreciation
 Date of
Construction or Acquisition		 
Life Used to
Compute
Depreciation
in Income
Statement
Park City Park City, UT —
 6,900
33,597
 343
27,524
 7,243
61,121
68,364
 25,774
 
2003 (4)
 
(3) 
Pittsburgh Pittsburgh, PA —
 5,528
91,288
 3
13,602
 5,531
104,890
110,421
 49,281
 2008 
(3) 
Rehoboth Beach Rehoboth Beach, DE —
 20,600
74,209
 1,875
53,335
 22,475
127,544
150,019
 47,162
 
2003 (4)
 
(3) 
Riverhead Riverhead, NY —
 —
36,374
 6,152
127,942
 6,152
164,316
170,468
 89,714
 1993 
(3) 
San Marcos San Marcos, TX —
 1,801
9,440
 2,301
58,326
 4,102
67,766
71,868
 41,424
 1993 
(3) 
Savannah Pooler, GA —
 8,556
167,780
 —
2,780
 8,556
170,560
179,116
 8,397
 
2016 (4)
 
(3) 
Sevierville Sevierville, TN —
 —
18,495
 —
48,944
 —
67,439
67,439
 37,488
 
1997 (4)
 
(3) 
Southaven Southaven, MS 59,881
 14,959
62,042
 —
3,194
 14,959
65,236
80,195
 8,629
 2015 
(3) 
Terrell Terrell, TX —
 523
13,432
 —
9,712
 523
23,144
23,667
 18,173
 1994 
(3) 
Tilton Tilton, NH —
 1,800
24,838
 29
13,780
 1,829
38,618
40,447
 17,025
 
2003 (4)
 
(3) 
Westgate Glendale, AZ —
 19,037
140,337
 —
2,329
 19,037
142,666
161,703
 7,013
 
2016 (4)
 
(3) 
Williamsburg Williamsburg, IA —
 706
6,781
 716
17,798
 1,422
24,579
26,001
 20,510
 1991 
(3) 
Other Various —
 710
1,496
 —
—
 710
1,496
2,206
 136
 Various 
(3) 
    $99,760
 $260,107
$2,006,818
 $19,871
$801,674
 $279,978
$2,808,492
$3,088,470
 $901,967
    
(1)Aggregate cost for federal income tax purposes is approximately $3.1 billion.
(2)Including premiums and net of debt origination costs.
(3)We generally use estimated lives of 33 years for buildings and 15 years for land improvements. Tenant finishing allowances are depreciated over the initial lease term. Building, improvements & fixtures includes amounts included in construction in progress on the consolidated balance sheet.
(4)Represents year acquired.


TANGER FACTORY OUTLET CENTERS, INC. and SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP and SUBSIDIARIES
SCHEDULE III - (Continued)
REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Year Ended December 31, 20172021
(in thousands)


The changes in total real estate for the years ended December 31, 2017, 20162021, 2020 and 20152019 are as follows:

202120202019
Balance, beginning of year$2,793,372 $2,896,894 $3,046,179 
Improvements37,218 29,516 50,117 
Impairment charges(8,574)(91,603)(40,539)
Dispositions and other(21,258)(41,435)(158,863)
Balance, end of year$2,800,758 $2,793,372 $2,896,894 
  2017 2016 2015
Balance, beginning of year $2,965,907
 $2,513,217
 $2,263,603
Acquisitions —
 335,710
 —
Improvements 175,868
 163,187
 245,391
Dispositions and reclassifications to and from rental property held for sale (53,305) (46,207) 4,223
Balance, end of year $3,088,470
 $2,965,907
 $2,513,217


The changes in accumulated depreciation for the years ended December 31, 2017, 20162021, 2020 and 20152019 are as follows:

202120202019
Balance, beginning of year$1,054,993 $1,009,951 $981,305 
Depreciation for the period96,990 101,665 107,129 
Impairment charges(2,160)(30,208)(3,028)
Dispositions and other(4,435)(26,415)(75,455)
Balance, end of year$1,145,388 $1,054,993 $1,009,951 

F-59
  2017 2016 2015
Balance, beginning of year $814,583
 $748,341
 $662,236
Depreciation for the period 107,845
 96,813
 85,872
Dispositions and reclassifications to and from rental property held for sale (20,461) (30,571) 233
Balance, end of year $901,967
 $814,583
 $748,341