The discussion of our results of operations reported in the unaudited,
consolidated statements of operations compares the three months ended March 31,
2022 with the three months ended March 31, 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, 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 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; 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; 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
•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 March 31, 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 March 31, 2022
(square feet in thousands):

                                                                                             Consolidated Outlet Centers

Unconsolidated Joint Venture Outlet 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
No activity                                                                               -                                 -                             -                                         -
As of March 31, 2022                                                                 11,453                                30                         2,113                                         6



                                       37

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The following table summarizes certain information for our existing outlet centers in which we have an ownership interest as of March 31, 2022. Except as noted, all properties are fee owned.



       Consolidated Outlet Centers                Legal              Square               %
Location                                       Ownership %            Feet  

Occupied


Deer Park, New York                                100               739,148            95.3
Riverhead, New York (1)                            100               729,281            92.2
Foley, Alabama                                     100               554,649            92.1
Rehoboth Beach, Delaware (1)                       100               549,890            93.2
Atlantic City, New Jersey (1) (3)                  100               487,718            80.1
San Marcos, Texas                                  100               471,816            93.5
Sevierville, Tennessee (1)                         100               447,810            98.3
Savannah, Georgia                                  100               429,089            99.3
Myrtle Beach Hwy 501, South Carolina               100               426,523            96.0
Glendale, Arizona (Westgate)                       100               410,753            97.8
Myrtle Beach Hwy 17, South Carolina (1)            100               404,710            98.8
Charleston, South Carolina                         100               386,328            97.6
Lancaster, Pennsylvania                            100               375,883            98.9
Pittsburgh, Pennsylvania                           100               373,863            92.9
Commerce, Georgia                                  100               371,408            97.4
Grand Rapids, Michigan                             100               357,133            87.3
Fort Worth, Texas                                  100               351,741            97.8
Daytona Beach, Florida                             100               351,721            99.1
Branson, Missouri                                  100               329,861            98.1
Southaven, Mississippi (2) (3)                      50               324,801           100.0
Locust Grove, Georgia                              100               321,082            98.0
Gonzales, Louisiana                                100               321,066            94.1
Mebane, North Carolina                             100               318,886           100.0
Howell, Michigan                                   100               314,438            78.3
Mashantucket, Connecticut (Foxwoods) (1)           100               311,229            78.7
Tilton, New Hampshire                              100               250,558            86.1
Hershey, Pennsylvania                              100               249,696            96.2
Hilton Head II, South Carolina                     100               206,564           100.0
Hilton Head I, South Carolina                      100                   181,687        99.4
Blowing Rock, North Carolina                       100               104,009            89.8
Totals                                                            11,453,341            94.1

(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 5 and 6 to the consolidated financial statements for further details of our debt obligations.


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     Unconsolidated joint venture properties          Legal             Square            %
   Location                                        Ownership %           

Feet Occupied


   Charlotte, North Carolina (1)                        50             398,698            98.9
   Ottawa, Ontario                                      50             357,209            95.4
   Columbus, Ohio (1)                                   50             355,245            95.8
   Texas City, Texas (Galveston/Houston) (1)            50             352,705            96.1
   National Harbor, Maryland (1)                        50             341,156            99.3
   Cookstown, Ontario                                   50             307,883            90.3
   Total                                                             2,112,896            96.1

(1)Property encumbered by mortgage. See Note 4 to the consolidated financial statements for further details of the joint venture debt obligations.

Leasing 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 for our consolidated outlet centers
related to leases for new stores that opened or renewals that were executed
during the respective trailing twelve month periods ended March 31, 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                    297                1,498       $       30.73                1.1  % $       4.18              3.57
        2021                    228                1,170       $       23.53               (7.9) % $       3.72              2.47

                                              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                    353                1,713       $       31.15                       $      11.73              4.02
        2021                    246                1,230       $       23.50                       $       3.86              2.52


(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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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 significantly adversely impacted by
COVID-19, however, during 2021 and 2022, our business and financial results
improved, and metrics such as average overall occupancy rates, traffic to our
centers, sales reported by our tenants, and collections of rental revenues
returned to near, at, or in some cases above, pre-pandemic levels. Nevertheless,
the full extent of the adverse impact on, among other things, our results of
operations and liquidity (including our ability to access capital markets), is
unknown and will depend on future developments, which are highly uncertain and
cannot be predicted. Our results of operations, liquidity and cash flows have
been and may continue to be in the future materially affected.

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. As of December 31,
2020, approximately $10.3 million in deferred rents was outstanding in the
consolidated portfolio. We collected approximately 99% of the 2020 deferred
rents by the end of 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.

                                       40
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RESULTS OF OPERATIONS

Comparison of the three months ended March 31, 2022 to the three months ended March 31, 2021



NET INCOME
Net income increased $17.1 million in the 2022 period to $21.5 million as
compared to net income of $4.3 million for the 2021 period. Significant items
impacting the comparability for the two periods include the following:

•the current period includes a higher occupancy rate, higher variable revenues,
and an increase in lease termination fees,
•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 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 last year, as discussed
below.

In the tables below, information set forth for properties disposed includes the Jeffersonville outlet center sold in January 2021.



RENTAL REVENUES
Rental revenues increased $7.1 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                           $ 103,490          $ 97,073          $              6,417

Rental revenues from properties disposed                                 (56)              459                          (515)
Straight-line rent adjustments                                        (1,337)           (1,043)                         (294)
Lease termination fees                                                 2,595               673                         1,922
Amortization of above and below market rent adjustments, net             (83)              305                          (388)
                                                                   $ 104,609          $ 97,467          $              7,142



Rental revenues increased primarily due to an increase in occupancy rate for the
consolidated portfolio to 94.1% as of March 31, 2022 compared to 91.7% as of
March 31, 2021, and increased variable rents, which are derived from tenant
sales, which were higher in the 2022 period. Additionally, rental revenues were
also impacted by the reversal of revenue reserves in the 2022 period of
approximately $3.0 million, compared to $1.6 million in the same period of the
prior year.

MANAGEMENT, LEASING AND OTHER SERVICES
Management, leasing and other services increased $155,000 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                                            $    536          $    509          $                 27
Leasing and other fees                                                    35                56                           (21)
Expense reimbursements from unconsolidated joint ventures                956               807                           149
Total Fees                                                          $  1,527          $  1,372          $                155




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OTHER REVENUES
Other revenues increased $877,000 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 revenues from existing properties $ 2,732 $ 1,842 $

             890

Other revenues from property disposed              -           13                       (13)
                                             $ 2,732      $ 1,855      $                877



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.

PROPERTY OPERATING EXPENSES Property operating expenses increased $1.4 million in the 2022 period as 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                $ 35,134          $ 33,944          $              1,190

Property operating expenses from property disposed                         -               571                          (571)
Expenses related to unconsolidated joint ventures                        957               808                           149
Other property operating expense                                         667               (12)                          679
                                                                    $ 36,758          $ 35,311          $              1,447



Property operating expenses at 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 CAM and insurance costs. These items were
partially offset by lower real estate taxes.

GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased $1.3 million in the 2022 period
compared to the 2021 period. The 2021 period includes $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. This decrease was partially offset by the hiring of certain
executives and other key employees throughout 2021 to drive operational and
growth initiatives.

DEPRECIATION AND AMORTIZATION
Depreciation and amortization costs decreased $1.9 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 and amortization expenses from existing properties

$ 26,243          $ 28,112          $             (1,869)

Depreciation and amortization from property disposed                     -                38                           (38)
                                                                  $ 26,243          $ 28,150          $             (1,907)



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.







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INTEREST EXPENSE
Interest expense decreased $2.7 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 2021, we paid down approximately $50.0 million of borrowings under our unsecured term loan.



OTHER INCOME (EXPENSE)
Other income (expense) increased approximately $3.7 million in the 2022 period
compared to the 2021 period. 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 foreign currency loss of
approximately $3.6 million in other income (expense), which had been previously
recorded in other comprehensive income.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES
Equity in earnings of unconsolidated joint ventures increased approximately
$744,000 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)

Equity in earnings from existing properties $ 2,513 $ 1,513 $

              1,000

Equity in earnings from property disposed              -          256                      (256)
                                                 $ 2,513      $ 1,769      $                744



The increase in equity in earnings from existing properties is primarily due to
increase in variable rental revenues at our joint ventures and a refund received
from a property tax appeal at one of the centers.

LIQUIDITY 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 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.

                                       43
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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 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.

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.

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

                                                                      Three months ended March
                                                                                31,
                                                                                      2022                 2021
Number of common shares settled during the period                                          -            6,867,078
Average price per share                                                          $         -          $     19.02
Aggregate gross proceeds (in thousands)                                          $         -          $   130,638
Aggregate net proceeds after selling commissions and fees
(in thousands)                                                                   $         -          $   128,655



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 months ended March 31, 2022 and 2021. The remaining amount authorized to
be repurchased under the program as of March 31, 2022 was approximately $80.0
million.

In January 2022, the Company's Board of Directors declared a $0.1825 cash
dividend per common share payable on February 15, 2022 to each shareholder of
record on January 31, 2022, and in its capacity as General Partner of the
Operating Partnership, a $0.1825 cash distribution per Operating Partnership
unit to the Operating Partnership's unitholders.

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.

LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP

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, 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 and other risks detailed in the "Risk Factors" section of our Annual
Report on Form 10-K for the year ended December 31, 2021.
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Capital Expenditures
The following table details our capital expenditures for consolidated outlet
centers for the three months ended March 31, 2022 and 2021 (in thousands):
                                                                 Three 

months ended March 31,


                                                                  2022                   2021               Change
Capital expenditures analysis:
New outlet center developments and expansions (1)           $        2,439          $       131          $   2,308
Renovations                                                              -                   23                (23)
Second generation tenant allowances                                  1,252                  778                474
Other capital expenditures (2)                                       1,627                2,634             (1,007)
                                                                     5,318                3,566              1,752
Conversion from accrual to cash basis                                  549                3,791             (3,242)
Additions to rental property-cash basis                     $        5,867

$ 7,357 $ (1,490)




(1)The increase in new outlet center developments and expansions is primarily
due to pre-development costs at our potential site in Nashville, TN and other
projects.
(2)The decrease 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.

Potential Future Developments, Acquisitions and Dispositions
As of the date of this filing, we are in the pre-development period for
potential new developments, including a site in Nashville, TN. 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 March 31, 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 4 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 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.

Contractual Obligations



There were no material changes in our commitments during the three months ended
March 31, 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 March 31, 2022.

Future Debt Obligations
As described further in Note 6 of the notes to the consolidated financial
statements, as of March 31, 2022, scheduled maturities of our existing long-term
debt for the remainder of 2022, 2023, 2024, 2025 and 2026 are $3.4 million,
$44.9 million, $305.1 million, $1.5 million and $355.7 million, respectively. As
of March 31, 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 March 31, 2022, these
interest obligations total approximately $239.0 million and range from
approximately $30.2 million to $40.8 million on an annual basis over the next
five years. If prevailing interest rates result in higher interest rates, then
future interest payments related to our variable debt outstanding would
increase.


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Cash Flows



The following table sets forth our changes in cash flows from March 31, 2022 and
2021 (in thousands):

                                                                 Three months ended March 31,
                                                                  2022                   2021               Change
Net cash provided by operating activities                   $       18,688          $    31,201          $  (12,513)
Net cash provided by (used in) investing activities                 (3,340)               2,717              (6,057)
Net cash provided by (used in) financing activities                (23,914)              82,956            (106,870)

Effect of foreign currency rate changes on cash and equivalents

                                                             (8)                 (60)                 52

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

$   116,814          $ (125,388)



Operating Activities
In 2022, our net cash provided by operating activities decreased year over year
due to changes in accounts payable and accrued expenses. 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 net proceeds of approximately $8.1 received in 2021 from
the sale of our Jeffersonville outlet center, 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.

Financing Activities
Net cash used provided by (used in) financing activities decreased during the
first three months of 2022 primarily due to proceeds received from our common
share offering of $128.7 million in March 2021. Additionally, in March 2021, we
paid down a portion of our unsecured term loan with cash on hand. For the three
months ended March 31, 2022, there was an increase in dividends paid and an
increase in deferred financing costs.

Financing Arrangements



As of March 31, 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 March 31, 2022, we maintained unsecured lines of credit that provided for
borrowings of up to $520.0 million. The unsecured lines of credit as of
March 31, 2022 included a $20.0 million liquidity line and a $500.0 million
syndicated line. The syndicated line may be increased up to $1.2 billion through
an accordion feature in certain circumstances.

We 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.





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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 March 31, 2022, the Company's total liquidity was approximately $672.8
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 12 months.

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 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 implemented 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 months
ended March 31, 2022.

Debt Covenants

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 March 31, 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.

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As of March 31, 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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