TANGER FACTORY OUTLET CENTERS, INC Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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The discussion of our results of operations reported in the unaudited,
consolidated statements of operations compares the three and six months ended
June 30, 2022 with the three and six months ended June 30, 2021. The results of
operations discussion is combined for Tanger Factory Outlet Centers, Inc. and
Tanger Properties Limited Partnership because the results are virtually the same
for both entities. The following discussion should be read in conjunction with
the unaudited consolidated financial statements appearing elsewhere in this
report. Historical results and percentage relationships set forth in the
unaudited, consolidated statements of operations, including trends which might
appear, are not necessarily indicative of future operations. 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.

Cautionary Statements

Certain statements made in 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 (the "Securities Act"), 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: the expected impact of
the novel coronavirus ("COVID-19") pandemic, rising inflation, supply chain and
labor issues, and rising interest rates on our business, financial results and
financial condition; our ability to raise additional capital, including via
future issuances of equity and debt, and the 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 use of a 10b5-1 plan to
facilitate repurchases; future dividend payments; the possibility of future
asset impairments; potential developments, expansions, renovations, acquisitions
or dispositions of outlet centers; compliance with debt covenants; renewal and
re-lease of leased space; the outlook for the retail environment, potential
bankruptcies, and other store closings; consumer shopping trends and
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.

Other important factors which may cause actual results to differ materially from
current expectations include, but are not limited to: risks related to the
economic performance and market value of our outlet centers, including changes
in the national, regional and local economic climate, inflation and rising
interest rates; our inability to develop new outlet centers or expand existing
outlet centers successfully; 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; risks related to
the COVID-19 pandemic; risks associated with supply chain disruptions and labor
shortages; our dependence on rental income from real property; our dependence on
the results of operations of our retailers; 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 climate change; investor and
regulatory focus on environmental, sustainability and social initiatives; risks
related to uninsured losses; 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; 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" in the Company's and the Operating Partnership's Annual Report on
Form 10-K for the year ended December 31, 2021.
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This 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
•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

Overview

As of June 30, 2022, we had 30 consolidated outlet centers in 18 states totaling
11.5 million square feet. We also had 6 unconsolidated outlet centers totaling
2.1 million square feet, including 2 outlet centers in Canada.

The table below details our new developments, expansions and dispositions of
consolidated and unconsolidated outlet centers that significantly impacted our
results of operations and liquidity from January 1, 2021 to June 30, 2022
(square feet in thousands):

                                                                                             Consolidated Outlet Centers                             

Unconsolidated Joint Venture Sales Centers

                                                                                                                                                                                      Number of Outlet
           Outlet Center                      Quarter Opened/Disposed             Square Feet                 Number of Outlet Centers            Square Feet                              Centers

As of January 1, 2021                                                                11,873                                31                         2,212                                         7
Dispositions:
Jeffersonville                                     First Quarter                       (412)                               (1)                            -                                         -
Saint-Saveur                                       First Quarter                          -                                 -                           (99)                                       (1)
Other                                                                                    (8)                                -                             -                                         -
As of December 31, 2021                                                              11,453                                30                         2,113                                         6
Other                                                                                     1                                 -                             -                                         -
As of June 30, 2022                                                                  11,454                                30                         2,113                                         6



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The following table summarizes certain information relating to our existing outlet centers in which we hold an interest in the June 30, 2022. Unless otherwise stated, all properties are held in fee.

       Consolidated Outlet Centers                Legal              Square               %
Location                                       Ownership %            Feet  

Busy

Deer Park, New York                                100               739,148            95.6
Riverhead, New York (1)                            100               729,281            91.8
Foley, Alabama                                     100               554,649            92.3
Rehoboth Beach, Delaware (1)                       100               549,890            94.1
Atlantic City, New Jersey (1) (3)                  100               487,718            78.6
San Marcos, Texas                                  100               471,816            96.1
Sevierville, Tennessee (1)                         100               447,810           100.0
Savannah, Georgia                                  100               429,089            99.5
Myrtle Beach Hwy 501, South Carolina               100               426,523            95.8
Glendale, Arizona (Westgate)                       100               410,753            99.1
Myrtle Beach Hwy 17, South Carolina (1)            100               404,710           100.0
Charleston, South Carolina                         100               386,328           100.0
Lancaster, Pennsylvania                            100               375,883           100.0
Pittsburgh, Pennsylvania                           100               373,863            95.9
Commerce, Georgia                                  100               371,408            99.5
Grand Rapids, Michigan                             100               357,133            88.7
Fort Worth, Texas                                  100               351,741            95.0
Daytona Beach, Florida                             100               351,721            99.4
Branson, Missouri                                  100               329,861            98.5
Southaven, Mississippi (2) (3)                      50               324,801            98.8
Locust Grove, Georgia                              100               321,082            99.3
Gonzales, Louisiana                                100               321,066            95.4
Mebane, North Carolina                             100               319,762            96.9
Howell, Michigan                                   100               314,438            78.6
Mashantucket, Connecticut (Foxwoods) (1)           100               311,229            79.5
Tilton, New Hampshire                              100               250,558            88.4
Hershey, Pennsylvania                              100               249,696            97.6
Hilton Head II, South Carolina                     100               206,564            97.1
Hilton Head I, South Carolina                      100                   181,687        99.4
Blowing Rock, North Carolina                       100               104,009           100.0
Totals                                                            11,454,217            94.8

(1)These properties or part of them are subject to a land lease. (2) Based on the capital contribution and distribution provisions in the joint venture agreement, we anticipate that our economic interest in the cash flows of the business will exceed our legal ownership percentage. We currently receive substantially all of the economic interest in the property. (3) Property subject to a mortgage. See notes 6 and 7 to the consolidated financial statements for more details on our debt obligations.

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     Unconsolidated joint venture properties          Legal             Square            %
   Location                                        Ownership %           

busy feet

   Charlotte, North Carolina (1)                        50             398,698            98.9
   Ottawa, Ontario                                      50             357,209            95.4
   Columbus, Ohio (1)                                   50             355,245            96.0
   Texas City, Texas (Galveston/Houston) (1)            50             352,705            95.1
   National Harbor, Maryland (1)                        50             341,156           100.0
   Cookstown, Ontario                                   50             307,883            89.8
   Total                                                             2,112,896            96.0

(1) Mortgaged property. See note 5 of the consolidated financial statements for more details on the obligations of the joint venture.

rental activity

In the fourth quarter of 2021, we revised our rent spread presentation from a
commenced basis to an 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 about our consolidated outlet centers regarding leases for new stores that opened or renewals that were executed during the respective twelve month periods ended June 30, 2022 and 2021:

                                                        Comparable Space 

for executed leases (1) (2)

                                                                            New               Rent          Tenant              Average
                                                   Square Feet     Initial Rent             Spread       Allowance         Initial Term
                     Leasing Transactions           (in 000's)        (psf) (3)              % (4)       (psf) (5)           (in years)
    Total space
        2022                    267                1,455       $       30.62                4.0  % $       4.24              3.76
        2021                    296                1,390       $       26.09               (5.7) % $       4.58              2.71

                                              Comparable and Non-Comparable

Space for Executed Leases (1) (2)

                                                                            New                             Tenant              Average
                                                   Square Feet     Initial Rent                          Allowance         Initial Term
                     Leasing Transactions           (in 000's)        (psf) (3)                          (psf) (5)           (in years)
    Total space
        2022                    318                1,653       $       31.35                       $      13.30              4.31
        2021                    334                1,529       $       25.99                       $       5.72              2.95


(1)For consolidated properties owned as of the period-end date. Represents
leases for new stores or renewals that were executed during the respective
trailing 12-month periods and excludes license agreements, seasonal tenants,
month-to-month leases and new developments.
(2)Comparable space excludes leases for space that was vacant for more than 12
months (non-comparable space).
(3)Represents average initial cash rent (base rent and common area maintenance
("CAM")).
(4)Represents change in average initial and expiring cash rent (base rent and
CAM).
(5)Includes other landlord costs.




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RESULTS OF OPERATIONS

Comparison of the three months ended June 30, 2022 at the end of three months
June 30, 2021

NET INCOME (LOSS)
Net income increased $18.2 million in the 2022 period to $20.8 million as
compared to net income of $2.6 million for the 2021 period. Significant items
impacting the comparability for the two periods include the following:

•the current period had a higher average occupancy rate,
•the current period includes $2.4 million of executive severance costs,
•the current period includes a gain of $2.4 million related to the sale of a
non-real estate asset,
•the prior year period included a loss on the early extinguishment of debt of
$14.0 million, and
•we sold one operating property in the first quarter of 2021, as discussed
below.

In the tables below, the information presented for the sold assets includes our
Jeffersonville, Ohio shopping center sold in January 2021.

RENTAL REVENUES
Rental revenues increased $4.6 million in the 2022 period compared to the 2021
period. The following table sets forth the changes in various components of
rental revenues (in thousands):
                                                                       2022              2021             Increase/(Decrease)
Rental revenues from existing properties                           $ 101,058          $ 97,405          $              3,653

Rental revenues from properties disposed                                  59               (85)                          144
Straight-line rent adjustments                                           302              (478)                          780
Lease termination fees                                                    35               127                           (92)
Amortization of above and below market rent adjustments, net             (45)             (145)                          100
                                                                   $ 101,409          $ 96,824          $              4,585



Rental revenues increased primarily due to an increase in occupancy rate for the
consolidated portfolio to 94.8% as of June 30, 2022 compared to 93.0% as of June
30, 2021.

MANAGEMENT, LEASING AND OTHER SERVICES
Management, leasing and other services increased $77,000 in the 2022 period
compared to the 2021 period. The following table sets forth the changes in
various components of management, leasing and other services (in thousands):
                                                                       2022              2021             Increase/(Decrease)
Management and marketing                                            $    552          $    537          $                 15
Leasing and other fees                                                     -               103                          (103)
Expense reimbursements from unconsolidated joint ventures                884               719                           165
                                                                    $  1,436          $  1,359          $                 77


OTHER INCOME Other income decreased $97,000 over the 2022 period compared to the 2021 period. The following table shows the change in the various components of other income (in thousands):

                                               2022         2021        

Increase decrease)

Other income from existing properties $2,993 $3,088 $

             (95)

Other revenues from properties disposed            -            2                        (2)
                                             $ 2,993      $ 3,090      $                (97)




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PROPERTY OPERATING EXPENSES
Property operating expenses increased $1.4 million in the 2022 period compared
to the 2021 period. The following table sets forth the changes in various
components of property operating expenses (in thousands):

                                                                       2022              2021             Increase/(Decrease)
Property operating expenses from existing properties                $ 31,255          $ 31,562          $               (307)
Properties operating expenses from properties disposed                     -            (1,726)                        1,726
Expenses related to unconsolidated joint ventures                        884               719                           165
Other property operating expenses                                        558               695                          (137)
                                                                    $ 32,697          $ 31,250          $              1,447



Property operating expenses increased in the 2022 period primarily because
property operating expenses for the 2021 included $1.7 million in net proceeds
received from the successful appeal of property taxes for tax years prior to
disposition. The 2022 period included no such refunds.

GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $3.6 million in the 2022 period
compared to the 2021 period. The increase was primarily due to $2.4 million of
compensation costs related to executive severance that occurred in the 2022
period. In addition, expenses increased on a comparative basis from the hiring
of certain executives and other key employees during the second half of 2021 to
drive operational and growth initiatives.

DEPRECIATION AND AMORTIZATION
Depreciation and amortization costs decreased $1.5 million in the 2022 period
compared to the 2021 period, primarily due to 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 the reporting periods.

INTEREST EXPENSE
Interest expense decreased $1.8 million in the 2022 period compared to the 2021
period for the following reasons:

•During August and September 2021, we completed a public offering of
$400.0 million 2.750% of senior notes and completed the early redemption of
$100.0 million of 3.875% senior notes and $250.0 million of 3.75% senior notes.
•During April 2021, we completed the redemption of $150.0 million of 3.875%
senior notes.
•During 2021, we paid down approximately $50.0 million of borrowings under our
unsecured term loan.

LOSS ON EARLY EXTINGUISHMENT OF DEBT
In April 2021, we completed a partial redemption of $150.0 million of 3.875%
senior notes. As part of completing the redemption, we paid a make-whole premium
of $13.0 million and expensed approximately $1.0 million of unamortized debt
origination costs and debt discount related to the senior notes.

OTHER INCOME (EXPENSE)
Other income (expense) increased approximately $1.9 million in the 2022 period,
primarily due to the gain on sale of a non-real estate asset for $2.4 million.


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EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES
Equity in earnings of unconsolidated joint ventures decreased approximately
$501,000 in the 2022 period compared to the 2021 period. The decrease is
primarily due to the 2021 period including the recognition of termination rents
at two joint venture centers and the increase in variable interest rates in 2022
that has negatively impacted two of our joint ventures that have variable rate
mortgages.

Comparison of the six months ended June 30, 2022 at the end of six months
June 30, 2021

NET INCOME
Net income increased $35.3 million in the 2022 period to $42.3 million as
compared to net income of $6.9 million for the 2021 period. Significant items
impacting the comparability for the two periods include the following:

•the current period had a higher average occupancy rate and an increase in lease
termination fees,
•the 2021 period included a loss on the early extinguishment of debt of $14.0
million,
•the 2021 period included 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 sale of our RioCan joint venture outlet
center in Saint-Sauveur,
•the current period includes a gain of $2.4 million related to the sale of a
non-real estate asset,
•the 2022 period included $2.4 million of executive severance costs and the 2021
period included $2.4 million of 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 and other executive severance, and
•we sold one operating property in the first quarter of 2021, as discussed
below.

In the tables below, the information presented for the assets sold include the
Jeffersonville shopping center sold in January 2021.

RENTAL REVENUES
Rental revenues increased $11.7 million in the 2022 period compared to the 2021
period. The following table sets forth the changes in various components of
rental revenues (in thousands):

                                                                       2022               2021             Increase/(Decrease)
Rental revenues from existing properties                           $ 204,548          $ 194,476          $             10,072

Rental revenues from properties disposed                                   2                375                          (373)
Straight-line rent adjustments                                        (1,035)            (1,521)                          486
Lease termination fees                                                 2,631                800                         1,831
Amortization of above and below market rent adjustments, net            (128)               161                          (289)
                                                                   $ 206,018          $ 194,291          $             11,727



Rental revenues increased primarily due to an increase in occupancy rate for the
consolidated portfolio to 94.8% as of June 30, 2022 compared to 93.0% as of June
30, 2021. Termination fees were recognized for several tenants in the 2022
period. The 2021 period had fewer tenants with termination fees. Additionally,
rental revenues were also impacted by the reversal of revenue reserves in the
2022 period of approximately $3.7 million, compared to $2.4 million in the same
period of the prior year.


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MANAGEMENT, LEASING AND OTHER SERVICES
Management, leasing and other services increased $232,000 in the 2022 period
compared to the 2021 period. The following table sets forth the changes in
various components of management, leasing and other services (in thousands):
                                                                       2022              2021             Increase/(Decrease)
Management and marketing                                            $  1,088          $  1,045          $                 43
Leasing and other fees                                                    35               159                          (124)
Expense reimbursements from unconsolidated joint ventures              1,840             1,527                           313
Total Fees                                                          $  2,963          $  2,731          $                232



OTHER REVENUES
Other revenues increased $780,000 in the 2022 period as compared to the 2021
period. The following table sets forth the changes in other revenues (in
thousands):

                                               2022         2021        

Increase decrease)

Other income from existing properties $5,725 $4,929 $

             796

Other revenues from property disposed              -           16                       (16)
                                             $ 5,725      $ 4,945      $                780



Other revenues from existing properties increased in the 2022 period due to an
increase in other revenue streams, such as paid media, sponsorships and on-site
signage, on a local and national level.

BUILDING OPERATING EXPENSES Building operating expenses increase $2.9 million over the 2022 period compared to the 2021 period. The following table shows the change in the various components of the operating expenses of the properties (in thousands):

                                                                       2022              2021             Increase/(Decrease)
Property operating expenses from existing properties                $ 66,396          $ 65,506          $                890

Property operating expenses from property disposed                         -            (1,155)                        1,155
Expenses related to unconsolidated joint ventures                      1,840             1,527                           313
Other property operating expense                                       1,219               683                           536
                                                                    $ 69,455          $ 66,561          $              2,894



Property operating expenses from existing properties increased in the 2022
period compared to the 2021 period, primarily due to the timing of certain
advertising and promotional costs and higher property insurance costs. The 2021
period for properties disposed includes net proceeds received from the
successful appeal of property taxes for tax years prior to disposition.The 2022
period included no such refunds.

GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $2.3 million in the 2022 period
compared to the 2021 period. The increase is primarily driven by the hiring of
certain executives and other key employees throughout 2021 to drive operational
and growth initiatives. The 2022 period included $2.4 million of executive
severance costs and the 2021 period included $2.4 million of compensation cost
related to employees that accepted a voluntary retirement plan with an effective
retirement date of March 31, 2021 and other executive severance. In addition,
travel costs have increased compared to 2021 with the decrease in restrictions
from COVID-19 and other corporate employee benefit costs have increased as well.


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DEPRECIATION AND AMORTIZATION
Depreciation and amortization costs decreased $3.4 million in the 2022 period
compared to the 2021 period. The following table sets forth the changes in
various components of depreciation and amortization costs from the 2021 period
to the 2022 period (in thousands):

                                                                     2022              2021             Increase/(Decrease)

Depreciation of existing buildings

                                                        $ 52,463          $ 55,844          $             (3,381)

Depreciation and amortization from property disposed                     -                38                           (38)
                                                                  $ 52,463          $ 55,882          $             (3,419)



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 the
reporting periods.

INTEREST EXPENSE
Interest expense decreased $4.5 million in the 2022 period compared to the 2021
period for the following reasons:

•During August and September 2021, we completed a public offering of $400.0
million 2.750% of senior notes and completed the early redemption of $250.0
million of 3.875% senior notes and $250.0 million of 3.75% senior notes.
•During April 2021, we completed the redemption of $150.0 million of 3.875%
senior notes.
•During 2021, we paid down approximately $50.0 million of borrowings under our
unsecured term loan.

LOSS ON EARLY EXTINGUISHMENT OF DEBT
In April 2021, we completed a partial redemption of $150.0 million of 3.875%
senior notes. As part of completing the redemption, we paid a make-whole premium
of $13.0 million and expensed approximately $1.0 million of unamortized debt
origination costs and debt discount related to the senior notes.

OTHER INCOME (EXPENSE)
Other income (expense) increased approximately $5.6 million in the 2022 period
compared to the 2021 period. The increase was primarily due to a $2.4 million
gain on sale of a non-real estate asset and the 2021 period including a $3.6
million foreign currency loss from the sale by the RioCan joint venture of its
outlet center in Saint-Sauveur, Quebec in which we had a 50% ownership interest.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES
Equity in earnings of unconsolidated joint ventures increased approximately
$243,000 in the 2022 period compared to the 2021 period. In the table below,
information set forth for properties disposed includes the Saint-Sauveur, Quebec
outlet center in our Canadian joint venture, which was sold in March 2021.
                                                   2022         2021        

Increase decrease)

Income equity from existing properties $4,740 $4,307 $

                433

Equity in earnings from property disposed              -          190                      (190)
                                                 $ 4,740      $ 4,497      $                243



The increase in equity in earnings from existing properties is primarily due to
strong variable rent performance at certain joint ventures in 2022 partially
offset by the 2021 period including the recognition of termination rents at two
joint venture centers and the increase in variable interest rates in 2022 that
has negatively impacted two of our joint ventures that have variable rate
mortgages.



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CASH AND CAPITAL RESOURCES OF THE COMPANY

In this "Liquidity and Capital Resources of the Company" section, the term "the
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 status as 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 (as defined in the Securities Act) with a
shelf registration that expires in February 2024 that allows the Company to
register unspecified various classes of equity securities and the Operating
Partnership to register unspecified, various classes of debt securities. 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, to develop new or existing properties, to make
acquisitions of properties or portfolios of properties, to 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 cash on hand, are adequate for it
to make its distribution payments to the Company and, in turn, for the Company
to make any minimum 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. 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. Our ability to access capital on favorable
terms as well as to use cash from operations to continue to meet our liquidity
needs, all of which are highly uncertain and cannot be predicted, could be
affected by various risks and uncertainties, including, but not limited to, the
effects of the COVID-19 pandemic, macroeconomic conditions, including rising
interest rates and inflation, and other risks detailed in "Risk Factors" section
of our Annual Report on Form 10-K for the year ended December 31, 2021.

For the Company to maintain its qualification as a REIT, it must pay dividends
to its shareholders aggregating annually at least 90% of its taxable income
(excluding capital gains). 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.

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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 new developments, expansions and renovations of 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.

In February 2021, we established an at-the-market share offering program ("ATM
Offering") under our shelf registration statement on Form S-3. 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. The
Operating Partnership currently intends to use the net proceeds from the sale of
shares pursuant to the ATM Offering for working capital and general corporate
purposes. As of June 30, 2022, we had approximately $60.1 million remaining
available for sale under the ATM Offering program.

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

                                                   Three months ended June 30,               Six months ended June 30,
                                                    2022                 2021                 2022                2021
Number of common shares settled during
the period (1)                                           -            2,810,503                    -           9,677,581
Average price per share (1)                    $         -          $     18.85          $         -          $    18.97
Aggregate gross proceeds (in thousands)        $         -          $    52,977          $         -          $  183,615
Aggregate net proceeds after selling
commissions and fees (in thousands) (1)        $         -          $    52,221          $         -          $  180,876


(1)In July 2021, we had an additional 331,682 shares settle at an average price
per share of $18.85 with aggregate net proceeds after commissions and fees of
$6.2 million.


In May 2021, the Company's Board of Directors authorized the repurchase of up to
$80.0 million of the Company's outstanding shares through May 31, 2023. This
authorization replaced a previous repurchase authorization for approximately $80
million that expired in May 2021. The Company temporarily suspended share
repurchases for the twelve months starting July 1, 2020 and ending on June 30,
2021 in light of a repurchase covenant. On July 1, 2021, a covenant in the
Company's debt agreements (the "repurchase covenant") prohibiting share
repurchases expired. Repurchases may be made from time to time through open
market, privately-negotiated, structured or derivative transactions (including
accelerated share repurchase transactions), or other methods of acquiring
shares. The Company intends to structure open market purchases to occur within
pricing and volume requirements of Rule 10b-18. The Company may, from time to
time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares
under this authorization. The Company did not repurchase any shares for both the
three and six months ended June 30, 2022 and 2021. The remaining amount
authorized to be repurchased under the program as of June 30, 2022 was
approximately $80.0 million.

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

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CASH AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP

In this “Liquidity and capital resources of the Operational partnership“, the terms “we”, “us” and “our” refer to the Operational partnership or the
Operational partnership and the Society together, as the text requires.

Summary of our principal 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, to the extent available, or from
the proceeds from the Operating Partnership's debt offerings and the Company's
equity offerings.

We believe we achieve a strong and flexible financial position by attempting to:
(1) maintain a prudent 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
unsecured lines of credit in a conservative manner and (5) preserve internally
generated sources of capital by strategically divesting of underperforming
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.

Our ability to access capital on favorable terms as well as to use cash from
operations to continue to meet our liquidity needs, all of which are highly
uncertain and cannot be predicted, could be affected by various risks and
uncertainties, including, but not limited to, the effects of the COVID-19
pandemic, macroeconomic conditions, including rising interest rates and
inflation, and other risks detailed in the "Risk Factors" section of our Annual
Report on Form 10-K for the year ended December 31, 2021.

Capital Expenditures
The following table details our capital expenditures for consolidated outlet
centers for the six months ended June 30, 2022 and 2021 (in thousands):
                                                                  Six 

months ended June 30th,

                                                                  2022                  2021               Change
Capital expenditures analysis:
New outlet center developments and expansions (1)           $      18,596          $       174          $  18,422
Renovations                                                             -                   75                (75)
Second generation tenant allowances                                 3,160                2,194                966
Other capital expenditures (2)                                      9,158                6,446              2,712
                                                                   30,914                8,889             22,025
Conversion from accrual to cash basis                              (5,197)               2,947             (8,144)
Additions to rental property-cash basis                     $      25,717   

$11,836 $13,881


(1)The increase in new outlet center developments and expansions is primarily
due to pre-development costs at our site in Nashville, TN and other projects.
(2)The increase in other capital expenditures in 2022 was primarily due to
timing of projects and our decision in 2020 to defer all capital projects except
essential and life-safety projects to 2021 due to the impact on cash flows
caused by the COVID-19 pandemic.

New Development of Consolidated Outlet Centers
During the second quarter of 2022, we purchased land in the Nashville, Tennessee
area for approximately $8.8 million and began construction on the development of
our wholly-owned outlet center. The center, which will be approximately 290,000
square feet, is expected to be completed in the fall of 2023.



                                       50
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Potential Future Developments, Acquisitions and Dispositions
As of the date of the filing of this report, we are in the pre-development
period for other potential new developments. We may also use a joint venture
arrangement to develop other potential sites. However, there can be no assurance
that these potential future projects will ultimately be developed.

In the case of projects to be wholly-owned by us, we would expect to fund these
projects from amounts available under our unsecured lines of credit, 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 June 30, 2022 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.

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 for the next twelve
months based on their sources of working capital, specifically cash flow from
operations, access to contributions from partners, and ability to refinance 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 0% to 17% of
principal. The principal guarantees include terms for release based upon
satisfactory completion of construction and performance targets including
occupancy thresholds and minimum debt service coverage tests. Our joint ventures
may contain make whole provisions in the event that demands are made on any
existing guarantees.

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.


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Contractual obligations

There were no material changes in our commitments during the six months ended
June 30, 2022 under contractual obligations from those disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2021, other than the
following updates to our contractual obligations for future debt and interest
payments over the next five years and thereafter as of June 30, 2022.

Future Debt Obligations
As described further in Note 7 of the notes to the consolidated financial
statements, as of June 30, 2022, scheduled maturities of our existing long-term
debt for the remainder of 2022, 2023, 2024, 2025 and 2026 are $2.3 million,
$44.9 million, $305.1 million, $1.5 million and $355.7 million, respectively. As
of June 30, 2022, 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 June 30, 2022, these interest
obligations total approximately $198.3 million and range from approximately
$17.3 million to $40.4 million on an annual basis over the next five years. If
prevailing interest rates continue to rise, then future interest payments
related to our variable debt outstanding would increase.

Cash flow

The following table sets forth our changes in cash flows from June 30, 2022 and
2021 (in thousands):

                                                                  Six months ended June 30,
                                                                  2022                  2021              Change
Net cash provided by operating activities                   $      89,196          $    91,279          $ (2,083)
Net cash provided by (used in) investing activities                (8,095)               4,009           (12,104)
Net cash used in financing activities                             (48,018)             (72,761)           24,743

Effect of changes in exchange rates on cash and cash equivalents

                                                           (27)                 (73)               46

Net increase (decrease) in cash and cash equivalents $33,056

       $    22,454          $ 10,602



Operating Activities
In 2022, our net cash provided by operating activities decreased year over year
primarily due to changes in working capital. The decrease was partially offset
by an increase in rental revenues primarily due an increase in occupancy rates,
variable rental revenues and reversals of revenue reserves.

Investing Activities
The decrease in net cash provided by (used in) investing activities was
primarily due to the purchase of land at our new center in Nashville, Tennessee,
paired with increased additions to rental properties in the 2022 period. The
2021 period included net proceeds of approximately $8.1 million received in 2021
from the sale of our Jeffersonville outlet center, while the 2022 period
included lower distributions in excess of cumulative earnings from
unconsolidated joint ventures and lower other investing activities. In addition,
we made a $7.0 million contribution to the Galveston/Houston joint venture in
2021 to reduce the principal balance of the mortgage loan. No property sales or
contributions to joint ventures occurred in 2022. The above changes were all
partially offset by net proceeds on the sale of non-real estate assets of $14.6
million that occurred in 2022.









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Financing Activities
Net cash used in financing activities decreased during the first six months of
2022 primarily due to 2021 activity that included a partial redemption of $150.0
million aggregate principal amount of our $250.0 million 3.875% senior notes due
December 2023, for $163.0 million in cash, which included a make-whole premium
of $13.0 million. 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.
These decreases were partially offset by the proceeds from our common share
offering of $180.9 million in 2021 under our ATM offering program. Additionally,
for the six months ended June 30, 2022, there was an increase in dividends paid.

Financing modalities

As of June 30, 2022, unsecured borrowings represented 96% of our outstanding
debt and 92% of the gross book value of our real estate portfolio was
unencumbered. The Company guarantees the Operating Partnership's obligations
under our lines of credit.

As of June 30, 2022, we maintained unsecured lines of credit that provided for
borrowings of up to $520.0 million. The unsecured lines of credit as of June 30,
2022 included a $20.0 million liquidity line and a $500.0 million syndicated
line. The syndicated line may be increased up to $1.2 billion through an
accordion feature in certain circumstances.

We 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.

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 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 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 timing or effectiveness of any
vaccines or treatments, and the direct and indirect economic effects of the
pandemic and containment measures, among others.

As of June 30, 2022, the Company's total liquidity was approximately $714.2
million, including cash and cash equivalents on the Company's balance sheet and
the full undrawn capacity under its $520 million unsecured lines of credit. We
expect to have sufficient liquidity to meet our obligations for at least the
next twelve months.

We believe our current balance sheet position is financially sound; however, due
to the economic uncertainty caused by the COVID-19 pandemic, rising interest
rates and inflation, and the inherent 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 matures, which
is our unsecured term loan due April 2024.

Equity Offerings under the ATM Offering Program
In February 2021, the Company established the ATM 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 the sections immediately
below. There were no shares sold under the ATM program for the three and six
months ended June 30, 2022.
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Debt commitments

The Operating Partnership's debt agreements 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.

We have historically been, and at June 30, 2022 are, in compliance with all of
our debt covenants. Our continued compliance with these covenants depends on
many factors and could be impacted by current or future economic conditions,
including those associated with the COVID-19 pandemic. Failure to comply with
these covenants would result in a default which, if we were unable to cure or
obtain a waiver from the lenders, could accelerate the repayment obligations.
Further, in the event of default, the Company 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 sell debt or issue equity subject to market
conditions and proceeds from the potential sale of non-core assets. We believe
that we have access to the necessary financing to fund our short-term liquidity
needs.

As of June 30, 2022, we believe our most restrictive 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:

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