|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
North Carolina (Tanger Factory Outlet Centers, Inc.)
|
56-1815473
|
North Carolina (Tanger Properties Limited Partnership)
|
56-1822494
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
|
|
(Address of principal executive offices)
|
|
|
|
(336) 292-3010
|
|
(Registrant's telephone number)
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
||
x
Large accelerated filer
|
|
o
Accelerated filer
|
|
o
Non-accelerated filer
|
|
o
Smaller reporting company
|
Tanger Properties Limited Partnership
|
|
|
|
|
||
o
Large accelerated filer
|
|
o
Accelerated filer
|
|
x
Non-accelerated filer
|
|
o
Smaller reporting company
|
Tanger Factory Outlet Centers, Inc.
|
Yes
o
No
x
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
•
|
enhancing investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
consolidated financial statements;
|
•
|
the following notes to the consolidated financial statements;
|
•
|
Debt;
|
•
|
Shareholders' Equity of the Company and Partners' Equity of the Operating Partnership;
|
•
|
Share-based compensation of the Company and equity-based compensation of the Operating Partnership;
|
•
|
Other Comprehensive Income of the Company and Other Comprehensive Income of the Operating Partnership;
|
•
|
Earnings Per Share and Earnings Per Unit and
|
•
|
Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial condition and Results of Operations.
|
|
Page Number
|
Part I. Financial Information
|
|
Item 1.
|
|
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC
(Unaudited)
|
|
Consolidated Balance Sheets - as of June 30, 2011 and December 31, 2010
|
|
Consolidated Statements of Operations - for the three and six months ended June 30, 2011 and 2010
|
|
Consolidated Statements of Cash Flows - for the six months ended June 30, 2011 and 2010
|
|
|
|
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP
(Unaudited)
|
|
Consolidated Balance Sheets - as of June 30, 2011 and December 31, 2010
|
|
Consolidated Statements of Operations - for the three and six months ended June 30, 2011 and 2010
|
|
Consolidated Statements of Cash Flows - for the six months ended June 30, 2011 and 2010
|
|
|
|
Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc and Tanger Properties Limited Partnership
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
|
|
|
Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)
|
|
|
|
Part II. Other Information
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
Item 6. Exhibits
|
|
|
|
Signatures
|
|
|
June 30,
2011
|
|
December 31,
2010
|
||||
ASSETS:
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
144,329
|
|
|
$
|
141,577
|
|
Buildings, improvements and fixtures
|
|
1,560,920
|
|
|
1,411,404
|
|
||
Construction in progress
|
|
3,367
|
|
|
23,233
|
|
||
|
|
1,708,616
|
|
|
1,576,214
|
|
||
Accumulated depreciation
|
|
(477,687
|
)
|
|
(453,145
|
)
|
||
Rental property, net
|
|
1,230,929
|
|
|
1,123,069
|
|
||
Cash and cash equivalents
|
|
18,438
|
|
|
5,758
|
|
||
Rental property held for sale
|
|
—
|
|
|
723
|
|
||
Investments in unconsolidated joint ventures
|
|
4,592
|
|
|
6,386
|
|
||
Deferred lease costs and other intangibles, net
|
|
51,573
|
|
|
29,317
|
|
||
Deferred debt origination costs, net
|
|
6,783
|
|
|
7,593
|
|
||
Prepaids and other assets
|
|
55,274
|
|
|
44,088
|
|
||
Total assets
|
|
$
|
1,367,589
|
|
|
$
|
1,216,934
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Debt
|
|
|
|
|
|
|
||
Senior, unsecured notes (net of discount of
$2,386
and $2,594 respectively)
|
|
$
|
554,644
|
|
|
$
|
554,616
|
|
Senior, unsecured bridge loan
|
|
150,000
|
|
|
—
|
|
||
Unsecured lines of credit
|
|
182,000
|
|
|
160,000
|
|
||
Total debt
|
|
886,644
|
|
|
714,616
|
|
||
Construction trade payables
|
|
27,333
|
|
|
31,831
|
|
||
Accounts payable and accrued expenses
|
|
27,129
|
|
|
31,594
|
|
||
Other liabilities
|
|
16,170
|
|
|
16,998
|
|
||
Total liabilities
|
|
957,276
|
|
|
795,039
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
|
||
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
|
|
||
Common shares, $.01 par value, 300,000,000 shares authorized, 81,316,070 and 80,996,068 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively
|
|
813
|
|
|
810
|
|
||
Paid in capital
|
|
607,756
|
|
|
604,359
|
|
||
Accumluated distributions in excess of net income
|
|
(253,213
|
)
|
|
(240,024
|
)
|
||
Accumulated other comprehensive income
|
|
1,683
|
|
|
1,784
|
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
357,039
|
|
|
366,929
|
|
||
Equity attributable to noncontrolling interests in Operating Partnership
|
|
53,274
|
|
|
54,966
|
|
||
Total equity
|
|
410,313
|
|
|
421,895
|
|
||
Total liabilities and equity
|
|
$
|
1,367,589
|
|
|
$
|
1,216,934
|
|
|
Three month ended
June 30,
|
|
Six months ended
June 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Base rentals
|
$
|
48,393
|
|
|
$
|
43,968
|
|
|
$
|
94,612
|
|
|
$
|
87,465
|
|
Percentage rentals
|
1,137
|
|
|
1,048
|
|
|
2,528
|
|
|
2,353
|
|
||||
Expense reimbursements
|
20,616
|
|
|
18,429
|
|
|
41,821
|
|
|
37,948
|
|
||||
Other income
|
1,955
|
|
|
1,850
|
|
|
3,879
|
|
|
3,571
|
|
||||
Total revenues
|
72,101
|
|
|
65,295
|
|
|
142,840
|
|
|
131,337
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||
Property operating
|
23,765
|
|
|
21,758
|
|
|
47,873
|
|
|
44,107
|
|
||||
General and administrative
|
7,185
|
|
|
5,963
|
|
|
13,952
|
|
|
11,429
|
|
||||
Acquisition costs
|
974
|
|
|
—
|
|
|
1,541
|
|
|
—
|
|
||||
Abandoned development costs
|
—
|
|
|
365
|
|
|
158
|
|
|
365
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
735
|
|
||||
Depreciation and amortization
|
17,858
|
|
|
17,109
|
|
|
35,823
|
|
|
43,583
|
|
||||
Total expenses
|
49,782
|
|
|
45,195
|
|
|
99,347
|
|
|
100,219
|
|
||||
Operating income
|
22,319
|
|
|
20,100
|
|
|
43,493
|
|
|
31,118
|
|
||||
Interest expense
|
(10,713
|
)
|
|
(7,951
|
)
|
|
(21,038
|
)
|
|
(15,899
|
)
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
(563
|
)
|
|
—
|
|
|
(563
|
)
|
||||
Loss on termination of derivatives
|
—
|
|
|
(6,142
|
)
|
|
—
|
|
|
(6,142
|
)
|
||||
Income before equity in losses of unconsolidated joint ventures and discontinued operations
|
11,606
|
|
|
5,444
|
|
|
22,455
|
|
|
8,514
|
|
||||
Equity in losses of unconsolidated joint ventures
|
(764
|
)
|
|
(51
|
)
|
|
(796
|
)
|
|
(119
|
)
|
||||
Income from continuing operations
|
10,842
|
|
|
5,393
|
|
|
21,659
|
|
|
8,395
|
|
||||
Discontinued operations
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Net income
|
10,842
|
|
|
5,392
|
|
|
21,659
|
|
|
8,395
|
|
||||
Noncontrolling interests
|
(1,420
|
)
|
|
(524
|
)
|
|
(2,839
|
)
|
|
(734
|
)
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
$
|
9,422
|
|
|
$
|
4,868
|
|
|
$
|
18,820
|
|
|
$
|
7,661
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
Net income
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
Net income
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends paid per common share
|
$
|
0.2000
|
|
|
$
|
0.1938
|
|
|
$
|
0.3938
|
|
|
$
|
0.3850
|
|
|
|
Six Months Ended
June 30,
|
||||||
|
|
2011
|
|
2010
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
|
$
|
21,659
|
|
|
$
|
8,395
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization (including discontinued operations)
|
|
35,823
|
|
|
43,670
|
|
||
Impairment charges (including discontinued operations)
|
|
—
|
|
|
735
|
|
||
Loss on termination of derivatives
|
|
—
|
|
|
6,142
|
|
||
Gain on sale of outparcels of land
|
|
—
|
|
|
(161
|
)
|
||
Amortization of deferred financing costs
|
|
948
|
|
|
657
|
|
||
Loss on early extinguishment of debt
|
|
—
|
|
|
563
|
|
||
Equity in losses of unconsolidated joint ventures
|
|
796
|
|
|
119
|
|
||
Share-based compensation expense
|
|
3,618
|
|
|
2,682
|
|
||
Amortization of debt (premiums) and discount, net
|
|
45
|
|
|
(219
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
156
|
|
|
414
|
|
||
Net accretion of market rent rate adjustment
|
|
(357
|
)
|
|
(381
|
)
|
||
Straight-line base rent adjustment
|
|
(2,033
|
)
|
|
(1,402
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
|
||
Other assets
|
|
4,295
|
|
|
2,250
|
|
||
Accounts payable and accrued expenses
|
|
(5,081
|
)
|
|
(9,423
|
)
|
||
Net cash provided by operating activities
|
|
59,869
|
|
|
54,041
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(30,031
|
)
|
|
(26,692
|
)
|
||
Acquisition of rental property
|
|
(134,000
|
)
|
|
—
|
|
||
Termination payments related to derivatives
|
|
—
|
|
|
(6,142
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
444
|
|
|
536
|
|
||
Increases in escrow deposits
|
|
(13,089
|
)
|
|
—
|
|
||
Net proceeds from the sale of real estate
|
|
724
|
|
|
602
|
|
||
Additions to deferred lease costs
|
|
(6,166
|
)
|
|
(1,969
|
)
|
||
Net cash used in investing activities
|
|
(182,118
|
)
|
|
(33,665
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash dividends paid
|
|
(32,009
|
)
|
|
(33,962
|
)
|
||
Distributions to noncontrolling interest in Operating Partnership
|
|
(4,776
|
)
|
|
(4,671
|
)
|
||
Proceeds from debt issuances
|
|
306,850
|
|
|
485,230
|
|
||
Repayments of debt
|
|
(135,030
|
)
|
|
(465,000
|
)
|
||
Additions to deferred financing costs
|
|
(149
|
)
|
|
(2,486
|
)
|
||
Proceeds from exercise of options
|
|
43
|
|
|
699
|
|
||
Net cash provided by (used in) financing activities
|
|
134,929
|
|
|
(20,190
|
)
|
||
Net increase in cash and cash equivalents
|
|
12,680
|
|
|
186
|
|
||
Cash and cash equivalents, beginning of period
|
|
5,758
|
|
|
3,267
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
18,438
|
|
|
$
|
3,453
|
|
|
|
June 30, 2011
|
|
December 31,
2010
|
||||
ASSETS:
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
144,329
|
|
|
$
|
141,577
|
|
Buildings, improvements and fixtures
|
|
1,560,920
|
|
|
1,411,404
|
|
||
Construction in progress
|
|
3,367
|
|
|
23,233
|
|
||
|
|
1,708,616
|
|
|
1,576,214
|
|
||
Accumulated depreciation
|
|
(477,687
|
)
|
|
(453,145
|
)
|
||
Rental property, net
|
|
1,230,929
|
|
|
1,123,069
|
|
||
Cash and cash equivalents
|
|
18,366
|
|
|
5,671
|
|
||
Rental property held for sale
|
|
—
|
|
|
723
|
|
||
Investments in unconsolidated joint ventures
|
|
4,592
|
|
|
6,386
|
|
||
Deferred lease costs and other intangibles, net
|
|
51,573
|
|
|
29,317
|
|
||
Deferred debt origination costs, net
|
|
6,783
|
|
|
7,593
|
|
||
Prepaids and other assets
|
|
54,942
|
|
|
43,717
|
|
||
Total assets
|
|
$
|
1,367,185
|
|
|
$
|
1,216,476
|
|
LIABILITIES AND PARTNERS' EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount o
f $2,386
and $2,594, respectively)
|
|
$
|
554,644
|
|
|
$
|
554,616
|
|
Senior, unsecured bridge loan
|
|
150,000
|
|
|
—
|
|
||
Unsecured lines of credit
|
|
182,000
|
|
|
160,000
|
|
||
Total debt
|
|
886,644
|
|
|
714,616
|
|
||
Construction trade payables
|
|
27,333
|
|
|
31,831
|
|
||
Accounts payable and accrued expenses
|
|
26,725
|
|
|
31,136
|
|
||
Other liabilities
|
|
16,170
|
|
|
16,998
|
|
||
Total liabilities
|
|
956,872
|
|
|
794,581
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Partners' Equity
|
|
|
|
|
|
|||
General partner
|
|
5,070
|
|
|
5,221
|
|
||
Limited partners
|
|
403,612
|
|
|
414,926
|
|
||
Accumulated other comprehensive income
|
|
1,631
|
|
|
1,748
|
|
||
Total partners' equity
|
|
410,313
|
|
|
421,895
|
|
||
Total liabilities and partners' equity
|
|
$
|
1,367,185
|
|
|
$
|
1,216,476
|
|
|
Three months ended,
June 30,
|
|
Six months ended
June 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Base rentals
|
$
|
48,393
|
|
|
$
|
43,968
|
|
|
$
|
94,612
|
|
|
$
|
87,465
|
|
Percentage rentals
|
1,137
|
|
|
1,048
|
|
|
2,528
|
|
|
2,353
|
|
||||
Expense reimbursements
|
20,616
|
|
|
18,429
|
|
|
41,821
|
|
|
37,948
|
|
||||
Other income
|
1,955
|
|
|
1,850
|
|
|
3,879
|
|
|
3,571
|
|
||||
Total revenues
|
72,101
|
|
|
65,295
|
|
|
142,840
|
|
|
131,337
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|||||||
Property operating
|
23,765
|
|
|
21,758
|
|
|
47,873
|
|
|
44,107
|
|
||||
General and administrative
|
7,185
|
|
|
5,963
|
|
|
13,952
|
|
|
11,429
|
|
||||
Acquisition costs
|
974
|
|
|
—
|
|
|
1,541
|
|
|
—
|
|
||||
Abandoned development costs
|
—
|
|
|
365
|
|
|
158
|
|
|
365
|
|
||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
735
|
|
||||
Depreciation and amortization
|
17,858
|
|
|
17,109
|
|
|
35,823
|
|
|
43,583
|
|
||||
Total expenses
|
49,782
|
|
|
45,195
|
|
|
99,347
|
|
|
100,219
|
|
||||
Operating income
|
22,319
|
|
|
20,100
|
|
|
43,493
|
|
|
31,118
|
|
||||
Interest expense
|
(10,713
|
)
|
|
(7,951
|
)
|
|
(21,038
|
)
|
|
(15,899
|
)
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
(563
|
)
|
|
—
|
|
|
(563
|
)
|
||||
Loss on termination of derivatives
|
—
|
|
|
(6,142
|
)
|
|
—
|
|
|
(6,142
|
)
|
||||
Income before equity in losses of unconsolidated joint ventures and discontinued operations
|
11,606
|
|
|
5,444
|
|
|
22,455
|
|
|
8,514
|
|
||||
Equity in losses of unconsolidated joint ventures
|
(764
|
)
|
|
(51
|
)
|
|
(796
|
)
|
|
(119
|
)
|
||||
Income from continuing operations
|
10,842
|
|
|
5,393
|
|
|
21,659
|
|
|
8,395
|
|
||||
Discontinued operations
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Net income
|
10,842
|
|
|
5,392
|
|
|
21,659
|
|
|
8,395
|
|
||||
Net income available to limited partners
|
10,731
|
|
|
5,351
|
|
|
21,437
|
|
|
8,338
|
|
||||
Net income available to general partner
|
$
|
111
|
|
|
$
|
41
|
|
|
$
|
222
|
|
|
$
|
57
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common unit:
|
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.92
|
|
|
$
|
0.23
|
|
Net income
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.92
|
|
|
$
|
0.23
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.91
|
|
|
$
|
0.23
|
|
Net income
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.91
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
||||||||
Distribution paid per common unit
|
$
|
0.800
|
|
|
$
|
0.775
|
|
|
$
|
1.575
|
|
|
$
|
1.540
|
|
|
|
Six Months Ended
June 30,
|
||||||
|
|
2011
|
|
2010
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
21,659
|
|
|
$
|
8,395
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization (including discontinued operations)
|
|
35,823
|
|
|
43,670
|
|
||
Impairment charge (including discontinued operations)
|
|
—
|
|
|
735
|
|
||
Loss on termination of derivatives
|
|
—
|
|
|
6,142
|
|
||
Loss on early extinguishment of debt
|
|
—
|
|
|
563
|
|
||
Gain on sale of outparcels of land
|
|
—
|
|
|
(161
|
)
|
||
Amortization of deferred financing costs
|
|
948
|
|
|
657
|
|
||
Equity in losses of unconsolidated joint ventures
|
|
796
|
|
|
119
|
|
||
Equity-based compensation expense
|
|
3,618
|
|
|
2,682
|
|
||
Amortization of debt premiums and discount, net
|
|
45
|
|
|
(219
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
156
|
|
|
414
|
|
||
Net accretion of market rent rate adjustment
|
|
(357
|
)
|
|
(381
|
)
|
||
Straight-line base rent adjustment
|
|
(2,033
|
)
|
|
(1,402
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
4,256
|
|
|
2,319
|
|
||
Accounts payable and accrued expenses
|
|
(5,027
|
)
|
|
(9,445
|
)
|
||
Net cash provided by operating activities
|
|
59,884
|
|
|
54,088
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(30,031
|
)
|
|
(26,692
|
)
|
||
Acquisition of rental property
|
|
(134,000
|
)
|
|
—
|
|
||
Termination payments related to derivatives
|
|
—
|
|
|
(6,142
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
444
|
|
|
536
|
|
||
Increase in escrow deposits
|
|
(13,089
|
)
|
|
—
|
|
||
Net proceeds from the sale of real estate
|
|
724
|
|
|
602
|
|
||
Additions to deferred lease costs
|
|
(6,166
|
)
|
|
(1,969
|
)
|
||
Net cash used in investing activities
|
|
(182,118
|
)
|
|
(33,665
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash distributions paid
|
|
(36,785
|
)
|
|
(38,633
|
)
|
||
Proceeds from debt issuances
|
|
306,850
|
|
|
485,230
|
|
||
Repayments of debt
|
|
(135,030
|
)
|
|
(465,000
|
)
|
||
Additions to deferred financing costs
|
|
(149
|
)
|
|
(2,486
|
)
|
||
Proceeds from exercise of options
|
|
43
|
|
|
699
|
|
||
Net cash provided by (used in) financing activities
|
|
134,929
|
|
|
(20,190
|
)
|
||
Net increase in cash and cash equivalents
|
|
12,695
|
|
|
233
|
|
||
Cash and cash equivalents, beginning of period
|
|
5,671
|
|
|
3,214
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
18,366
|
|
|
$
|
3,447
|
|
|
|
Value
(in thousands)
|
|
Weighted-Average Amortization Period (in years)
|
|||
Land
|
|
$
|
2,752
|
|
|
|
|
Buildings, improvements and fixtures
|
|
109,843
|
|
|
|
||
Deferred lease costs and other intangibles
|
|
|
|
|
|||
Above/below market lease value, net
|
|
1,958
|
|
|
7.2
|
|
|
Lease in place value
|
|
8,224
|
|
|
3.7
|
|
|
Tenant relationships
|
|
10,029
|
|
|
7.8
|
|
|
Lease and legal costs
|
|
1,194
|
|
|
4.9
|
|
|
Total deferred lease costs and other intangibles
|
|
21,405
|
|
|
|
||
Net assets acquired
|
|
$
|
134,000
|
|
|
|
Joint Venture
|
|
Center Location
|
|
Ownership %
|
|
Square Feet
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt (in millions)
|
||||||
Deer Park
(1)
|
|
Deer Park, Long Island, New York
|
|
33.3
|
%
|
|
683,033
|
|
|
$
|
0.1
|
|
|
$
|
269.3
|
|
Wisconsin Dells
|
|
Wisconsin Dells, Wisconsin
|
|
50.0
|
%
|
|
265,061
|
|
|
$
|
4.3
|
|
|
$
|
24.3
|
|
Other
|
|
|
|
|
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Fee:
|
|
|
|
|
|
|
|
|
|
||||||
Management and leasing
|
$
|
469
|
|
|
$
|
471
|
|
|
$
|
973
|
|
|
$
|
935
|
|
Marketing
|
44
|
|
|
39
|
|
|
88
|
|
|
80
|
|
||||
Total Fees
|
$
|
513
|
|
|
$
|
510
|
|
|
$
|
1,061
|
|
|
$
|
1,015
|
|
Summary Balance Sheets
- Unconsolidated Joint Ventures
|
|
As of
June 30,
2011
|
|
As of
December 31,
2010
|
||||
Assets
|
|
|
|
|
|
|
||
Investment properties at cost, net
|
|
$
|
284,076
|
|
|
$
|
283,902
|
|
Cash and cash equivalents
|
|
15,682
|
|
|
13,838
|
|
||
Deferred lease costs, net
|
|
2,877
|
|
|
2,563
|
|
||
Deferred debt origination costs, net
|
|
970
|
|
|
1,427
|
|
||
Prepaids and other assets
|
|
8,555
|
|
|
6,291
|
|
||
Total assets
|
|
$
|
312,160
|
|
|
$
|
308,021
|
|
Liabilities and Owners' Equity
|
|
|
|
|
|
|
||
Mortgages payable
|
|
$
|
293,534
|
|
|
$
|
294,034
|
|
Construction trade payables
|
|
6,034
|
|
|
341
|
|
||
Accounts payable and other liabilities
|
|
6,937
|
|
|
4,810
|
|
||
Total liabilities
|
|
306,505
|
|
|
299,185
|
|
||
Owners' equity
|
|
5,655
|
|
|
8,836
|
|
||
Total liabilities and owners' equity
|
|
$
|
312,160
|
|
|
$
|
308,021
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Summary Statements of Operations -
|
June 30,
|
|
June 30,
|
||||||||||||
Unconsolidated Joint Ventures
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Revenues
|
$
|
9,752
|
|
|
$
|
9,261
|
|
|
$
|
19,314
|
|
|
$
|
18,535
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
||||||
Property operating
|
4,473
|
|
|
4,200
|
|
|
8,574
|
|
|
8,410
|
|
||||
General and administrative
|
(131
|
)
|
|
72
|
|
|
56
|
|
|
359
|
|
||||
Depreciation and amortization
|
3,627
|
|
|
3,546
|
|
|
7,238
|
|
|
7,043
|
|
||||
Total expenses
|
7,969
|
|
|
7,818
|
|
|
15,868
|
|
|
15,812
|
|
||||
Operating income
|
1,783
|
|
|
1,443
|
|
|
3,446
|
|
|
2,723
|
|
||||
Interest expense
|
4,126
|
|
|
1,717
|
|
|
5,929
|
|
|
3,391
|
|
||||
Net loss
|
$
|
(2,343
|
)
|
|
$
|
(274
|
)
|
|
$
|
(2,483
|
)
|
|
$
|
(668
|
)
|
|
|
|
|
|
|
|
|
||||||||
The Company and Operating Partnership's share of:
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
$
|
(764
|
)
|
|
$
|
(51
|
)
|
|
$
|
(796
|
)
|
|
$
|
(119
|
)
|
Depreciation (real estate related)
|
$
|
1,336
|
|
|
$
|
1,280
|
|
|
$
|
2,642
|
|
|
$
|
2,545
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Total revenues
|
$
|
—
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
352
|
|
Total expenses
|
—
|
|
|
176
|
|
|
—
|
|
|
352
|
|
||||
Discontinued operations
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
June 30, 2011
|
|
December 31,
2010
|
||||
Senior, unsecured notes:
|
|
|
|
|
|
|
||
6.15% Senior notes, maturing November 2015, net of discount of $464 and $510, respectively
|
|
$
|
249,536
|
|
|
$
|
249,490
|
|
3.75% Senior exchangeable notes, maturing August 2026, net of discount of $20 and $103, respectively
|
|
7,010
|
|
|
7,107
|
|
||
6.125% Senior notes, maturing June 2020, net of discount of $1,902 and $1,981, respectively
|
|
298,098
|
|
|
298,019
|
|
||
Senior, unsecured bridge loan, 1.79%
(1)
|
|
150,000
|
|
|
—
|
|
||
Unsecured lines of credit with a weighted average interest rates of 2.14% and 2.16%, respectively
(2)
|
|
182,000
|
|
|
160,000
|
|
||
|
|
$
|
886,644
|
|
|
$
|
714,616
|
|
Year
|
Amount
|
|
|
2011
(1)
|
$
|
157,030
|
|
2012
|
—
|
|
|
2013
|
182,000
|
|
|
2014
|
—
|
|
|
2015
|
250,000
|
|
|
Thereafter
|
300,000
|
|
|
Subtotal
|
889,030
|
|
|
Discounts
|
(2,386
|
)
|
|
Total
|
$
|
886,644
|
|
|
|
|
|
|
|
Noncontrolling
|
|
||||||||||||||
|
|
|
Distributions
|
Accumulated other
|
Total
|
interest in
|
|
||||||||||||||
|
Common
|
Paid in
|
in excess
|
comprehensive
|
shareholders'
|
Operating
|
Total
|
||||||||||||||
|
shares
|
capital
|
of earnings
|
income
|
equity
|
Partnership
|
equity
|
||||||||||||||
December 31, 2010
|
$
|
810
|
|
$
|
604,359
|
|
$
|
(240,024
|
)
|
$
|
1,784
|
|
$
|
366,929
|
|
$
|
54,966
|
|
$
|
421,895
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
—
|
|
18,820
|
|
—
|
|
18,820
|
|
2,839
|
|
21,659
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
(101
|
)
|
(101
|
)
|
(16
|
)
|
(117
|
)
|
|||||||
Total comprehensive income
|
—
|
|
—
|
|
18,820
|
|
(101
|
)
|
18,719
|
|
2,823
|
|
21,542
|
|
|||||||
Compensation under Incentive Award Plan
|
—
|
|
3,618
|
|
—
|
|
—
|
|
3,618
|
|
—
|
|
3,618
|
|
|||||||
Grant of 312,400 restricted shares, net of forfeitures
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Issuance of 4,500 common shares upon exercise of options
|
—
|
|
43
|
|
—
|
|
—
|
|
43
|
|
—
|
|
43
|
|
|||||||
Issuance of 2,232 common shares upon exchange of senior, exchangeable notes
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Adjustment for noncontrolling interests in Operating Partnership
|
—
|
|
(261
|
)
|
—
|
|
—
|
|
(261
|
)
|
261
|
|
—
|
|
|||||||
Common dividends ($.3938 per share)
|
—
|
|
—
|
|
(32,009
|
)
|
—
|
|
(32,009
|
)
|
—
|
|
(32,009
|
)
|
|||||||
Distributions to noncontrolling interests in Operating Partnership
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,776
|
)
|
(4,776
|
)
|
|||||||
June 30, 2011
|
$
|
813
|
|
$
|
607,756
|
|
$
|
(253,213
|
)
|
$
|
1,683
|
|
$
|
357,039
|
|
$
|
53,274
|
|
$
|
410,313
|
|
|
|
June 30,
2011
|
|
December 31,
2010
|
||
Common units:
|
|
|
|
|
|
|
General partner
|
|
237,000
|
|
|
237,000
|
|
Limited partners
|
|
23,125,323
|
|
|
23,045,322
|
|
Total common units
|
|
23,362,323
|
|
|
23,282,322
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|||||||
Net income
|
|
$
|
10,842
|
|
|
$
|
5,392
|
|
|
21,659
|
|
|
$
|
8,395
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification adjustment for amortization of gain on 2005 settlement of US treasury rate lock included in net income
|
|
(82
|
)
|
|
(78
|
)
|
|
(163
|
)
|
|
(154
|
)
|
|
|||
Reclassification adjustment for settlement of interest rate swap agreements
|
|
—
|
|
|
6,142
|
|
|
—
|
|
|
6,142
|
|
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
2,053
|
|
|
—
|
|
|
2,905
|
|
|
|||
Change in fair value of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
3
|
|
|
46
|
|
|
(36
|
)
|
|
|||
Other comprehensive income (loss)
|
|
(82
|
)
|
|
8,120
|
|
|
(117
|
)
|
|
8,857
|
|
|
|||
Total comprehensive income
|
|
10,760
|
|
|
13,512
|
|
|
21,542
|
|
|
17,252
|
|
|
|||
Comprehensive income attributable to the noncontrolling interests
|
|
(1,409
|
)
|
|
(1,591
|
)
|
|
(2,823
|
)
|
|
(1,898
|
)
|
|
|||
Total comprehensive income attributable to the Company
|
|
$
|
9,351
|
|
|
$
|
11,921
|
|
|
18,719
|
|
|
$
|
15,354
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
||||||||
Net income
|
|
$
|
10,842
|
|
|
$
|
5,392
|
|
|
$
|
21,659
|
|
|
$
|
8,395
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustment for amortization of gain on 2005 settlement of US treasury rate lock included in net income
|
|
(82
|
)
|
|
(78
|
)
|
|
(163
|
)
|
|
(154
|
)
|
|
||||
Reclassification adjustment for settlement of interest rate swap agreements
|
|
—
|
|
|
6,142
|
|
|
—
|
|
|
6,142
|
|
|
||||
Change in fair value of cash flow hedges
|
|
—
|
|
|
2,053
|
|
|
—
|
|
|
2,905
|
|
|
||||
Change in fair value of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
3
|
|
|
46
|
|
|
(36
|
)
|
|
||||
Other comprehensive income (loss)
|
|
(82
|
)
|
|
8,120
|
|
|
(117
|
)
|
|
8,857
|
|
|
||||
Total comprehensive income
|
|
$
|
10,760
|
|
|
$
|
13,512
|
|
|
$
|
21,542
|
|
|
$
|
17,252
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Restricted shares
|
|
$
|
1,266
|
|
|
$
|
1,006
|
|
|
$
|
2,533
|
|
|
$
|
1,965
|
|
Notional unit performance awards
|
|
507
|
|
|
450
|
|
|
1,013
|
|
|
717
|
|
||||
Options
|
|
47
|
|
|
—
|
|
|
72
|
|
|
—
|
|
||||
Total share-based compensation
|
|
$
|
1,820
|
|
|
$
|
1,456
|
|
|
$
|
3,618
|
|
|
$
|
2,682
|
|
|
|
Options Outstanding
|
|
|
|
Options Exercisable
|
|||||||||||
Range of exercise prices
|
|
Options
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Options
|
|
Weighted-average exercise price
|
|||||||
$9.6900
|
|
10,000
|
|
|
$
|
9.69
|
|
|
2.83
|
|
|
10,000
|
|
|
$
|
9.69
|
|
$9.7075
|
|
93,700
|
|
|
9.71
|
|
|
2.83
|
|
|
93,700
|
|
|
9.71
|
|
||
$11.8125
|
|
12,000
|
|
|
11.81
|
|
|
3.34
|
|
|
12,000
|
|
|
11.81
|
|
||
$26.0600
|
|
185,000
|
|
|
26.06
|
|
|
9.66
|
|
|
—
|
|
|
—
|
|
||
|
|
300,700
|
|
|
$
|
19.85
|
|
|
7.05
|
|
|
115,700
|
|
|
$
|
9.92
|
|
Options
|
|
Shares
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Aggregate intrinsic value
|
||||||
Outstanding as of December 31, 2010
|
|
120,200
|
|
|
$
|
9.92
|
|
|
|
|
|
|||
Granted
|
|
191,500
|
|
|
26.06
|
|
|
|
|
|
||||
Exercised
|
|
(4,500
|
)
|
|
9.71
|
|
|
|
|
|
||||
Forfeited
|
|
(6,500
|
)
|
|
26.06
|
|
|
|
|
|
||||
Outstanding as of June 30, 2011
|
|
300,700
|
|
|
$
|
19.85
|
|
|
7.05
|
|
|
$
|
1,945
|
|
|
|
|
|
|
|
|
|
|
||||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
||||||
June 30, 2011
|
|
259,905
|
|
|
$
|
18.88
|
|
|
6.64
|
|
|
$
|
1,934
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable as of June 30, 2011
|
|
115,700
|
|
|
$
|
9.92
|
|
|
2.88
|
|
|
$
|
1,897
|
|
Unvested Restricted Shares
|
|
Number of shares
|
|
Weighted-average grant date fair value
|
|||
Unvested at December 31, 2010
|
|
717,760
|
|
|
$
|
17.95
|
|
Granted
|
|
324,000
|
|
|
25.44
|
|
|
Vested
|
|
(207,600
|
)
|
|
17.87
|
|
|
Forfeited
|
|
(11,600
|
)
|
|
17.78
|
|
|
Unvested at June 30, 2011
|
|
822,560
|
|
|
$
|
20.92
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Restricted units
|
|
$
|
1,266
|
|
|
$
|
1,006
|
|
|
$
|
2,533
|
|
|
$
|
1,965
|
|
Notional unit performance awards
|
|
507
|
|
|
450
|
|
|
1,013
|
|
|
717
|
|
||||
Options
|
|
47
|
|
|
—
|
|
|
72
|
|
|
—
|
|
||||
Total equity-based compensation
|
|
$
|
1,820
|
|
|
$
|
1,456
|
|
|
$
|
3,618
|
|
|
$
|
2,682
|
|
|
|
Options Outstanding
|
|
|
|
Options Exercisable
|
||||||||||
Range of exercise prices
|
|
Options
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Options
|
|
Weighted-average exercise price
|
||||||
$38.76
|
|
2,500
|
|
|
$
|
38.76
|
|
|
2.83
|
|
2,500
|
|
|
$
|
38.76
|
|
$38.83
|
|
23,425
|
|
|
38.83
|
|
|
2.83
|
|
23,425
|
|
|
38.83
|
|
||
$47.25
|
|
3,000
|
|
|
47.25
|
|
|
3.34
|
|
3,000
|
|
|
47.25
|
|
||
$104.24
|
|
46,250
|
|
|
104.24
|
|
|
9.66
|
|
—
|
|
|
—
|
|
||
|
|
75,175
|
|
|
$
|
79.41
|
|
|
7.05
|
|
28,925
|
|
|
$
|
19.85
|
|
Options
|
|
Units
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Aggregate intrinsic value
|
||||||
Outstanding as of December 31, 2010
|
|
30,050
|
|
|
$
|
39.66
|
|
|
|
|
|
|||
Granted
|
|
47,875
|
|
|
104.24
|
|
|
|
|
|
||||
Exercised
|
|
(1,125
|
)
|
|
38.83
|
|
|
|
|
|
||||
Forfeited
|
|
(1,625
|
)
|
|
104.24
|
|
|
|
|
|
||||
Outstanding as of June 30, 2011
|
|
75,175
|
|
|
$
|
79.41
|
|
|
7.05
|
|
|
$
|
1,945
|
|
|
|
|
|
|
|
|
|
|
||||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
||||||
June 30, 2011
|
|
64,976
|
|
|
$
|
75.51
|
|
|
6.64
|
|
|
$
|
1,934
|
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable as of June 30, 2011
|
|
28,925
|
|
|
$
|
39.7
|
|
|
2.88
|
|
|
$
|
1,897
|
|
Unvested Restricted Units
|
|
Number of units
|
|
Weighted-average grant date fair value
|
|||
Unvested at December 31, 2010
|
|
179,440
|
|
|
$
|
71.81
|
|
Granted
|
|
81,000
|
|
|
101.74
|
|
|
Vested
|
|
(51,900
|
)
|
|
71.47
|
|
|
Forfeited
|
|
(5,800
|
)
|
|
35.57
|
|
|
Unvested at June 30, 2011
|
|
202,740
|
|
|
$
|
83.69
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to the Company
|
|
$
|
9,422
|
|
|
$
|
4,869
|
|
|
$
|
18,820
|
|
|
$
|
7,661
|
|
|
Less applicable preferred share dividends
|
|
—
|
|
|
(1,407
|
)
|
|
—
|
|
|
(2,813
|
)
|
|
||||
Less allocation of earnings to participating securities
|
|
(165
|
)
|
|
(143
|
)
|
|
(357
|
)
|
|
(312
|
)
|
|
||||
Income from continuing operations available to common shareholders of the Company
|
|
9,257
|
|
|
3,319
|
|
|
18,463
|
|
|
4,536
|
|
|
||||
Discontinued operations attributable to the Company
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
||||
Net income available to common shareholders of the Company
|
|
$
|
9,257
|
|
|
$
|
3,318
|
|
|
$
|
18,463
|
|
|
$
|
4,536
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares
|
|
80,483
|
|
|
80,206
|
|
|
80,418
|
|
|
80,133
|
|
|
||||
Effect of notional units
|
|
416
|
|
|
—
|
|
|
416
|
|
|
—
|
|
|
||||
Effect of senior exchangeable notes
|
|
131
|
|
|
51
|
|
|
131
|
|
|
51
|
|
|
||||
Effect of outstanding options
|
|
74
|
|
|
86
|
|
|
74
|
|
|
98
|
|
|
||||
Diluted weighted average common shares
|
|
81,104
|
|
|
80,343
|
|
|
81,039
|
|
|
80,282
|
|
|
||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Net income
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Net income
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.23
|
|
|
$
|
0.06
|
|
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ending June 30,
|
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
|
|
$
|
10,842
|
|
|
$
|
5,393
|
|
|
$
|
21,659
|
|
|
$
|
8,395
|
|
|
Less applicable preferred unit distributions
|
|
—
|
|
|
(1,407
|
)
|
|
—
|
|
|
(2,813
|
)
|
|
||||
Less allocation of earnings to participating securities
|
|
(165
|
)
|
|
(143
|
)
|
|
(357
|
)
|
|
(312
|
)
|
|
||||
Income from continuing operations available to common unitholders of the Operating Partnership
|
|
10,677
|
|
|
3,843
|
|
|
21,302
|
|
|
5,270
|
|
|
||||
Discontinued operations
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
||||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
10,677
|
|
|
$
|
3,842
|
|
|
$
|
21,302
|
|
|
$
|
5,270
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common units
|
|
23,154
|
|
|
23,085
|
|
|
23,138
|
|
|
23,067
|
|
|
||||
Effect of notional units
|
|
104
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
||||
Effect of senior exchangeable notes
|
|
32
|
|
|
13
|
|
|
32
|
|
|
13
|
|
|
||||
Effect of outstanding options
|
|
19
|
|
|
21
|
|
|
19
|
|
|
24
|
|
|
||||
Diluted weighted average common units
|
|
23,309
|
|
|
23,119
|
|
|
23,293
|
|
|
23,104
|
|
|
||||
Basic earnings per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.92
|
|
|
$
|
0.23
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Net income
|
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.92
|
|
|
$
|
0.23
|
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.91
|
|
|
$
|
0.23
|
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Net income
|
|
$
|
0.46
|
|
|
$
|
0.17
|
|
|
$
|
0.91
|
|
|
$
|
0.23
|
|
|
Tier
|
|
Description
|
Level 1
|
|
Defined as observable inputs such as quoted prices in active markets
|
|
|
|
Level 2
|
|
Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable
|
|
|
|
Level 3
|
|
Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions
|
|
|
No. of
Centers
|
|
Square Feet
(000's
|
|
States
|
|||
As of June 30, 2010
|
|
31
|
|
|
9,056
|
|
|
21
|
|
Center acquisition:
|
|
|
|
|
|
|
|||
Jeffersonville, Ohio
|
|
1
|
|
|
410
|
|
|
1
|
|
Center redevelopment:
|
|
|
|
|
|
|
|
|
|
Hilton Head I, South Carolina
|
|
1
|
|
|
177
|
|
|
—
|
|
New center development:
|
|
|
|
|
|
|
|||
Mebane, North Carolina
|
|
1
|
|
|
319
|
|
|
—
|
|
Center disposition:
|
|
|
|
|
|
|
|
|
|
Commerce I, Georgia
|
|
(1
|
)
|
|
(186
|
)
|
|
—
|
|
As of June 30, 2011
|
|
33
|
|
|
9,776
|
|
|
22
|
|
Location
|
|
Square
|
|
%
|
||
Wholly Owned Properties
|
|
Feet
|
|
Occupied
|
||
Riverhead, New York
(1)
|
|
729,475
|
|
|
100
|
|
Rehoboth Beach, Delaware
(1)
|
|
568,900
|
|
|
98
|
|
Foley, Alabama
|
|
557,228
|
|
|
98
|
|
San Marcos, Texas
|
|
441,929
|
|
|
97
|
|
Myrtle Beach Hwy 501, South Carolina
|
|
424,247
|
|
|
99
|
|
Sevierville, Tennessee
(1)
|
|
419,038
|
|
|
100
|
|
Jeffersonville, Ohio
|
|
410,016
|
|
|
99
|
|
Myrtle Beach Hwy 17, South Carolina
(1)
|
|
403,161
|
|
|
97
|
|
Washington, Pennsylvania
|
|
372,972
|
|
|
99
|
|
Commerce II, Georgia
|
|
370,512
|
|
|
99
|
|
Charleston, South Carolina
|
|
352,315
|
|
|
93
|
|
Howell, Michigan
|
|
324,632
|
|
|
98
|
|
Mebane, North Carolina
|
|
318,910
|
|
|
100
|
|
Branson, Missouri
|
|
302,922
|
|
|
98
|
|
Park City, Utah
|
|
298,379
|
|
|
100
|
|
Locust Grove, Georgia
|
|
295,268
|
|
|
99
|
|
Westbrook, Connecticut
|
|
291,051
|
|
|
98
|
|
Gonzales, Louisiana
|
|
282,403
|
|
|
99
|
|
Williamsburg, Iowa
|
|
277,230
|
|
|
97
|
|
Lincoln City, Oregon
|
|
270,212
|
|
|
98
|
|
Lancaster, Pennsylvania
|
|
254,002
|
|
|
100
|
|
Tuscola, Illinois
|
|
250,439
|
|
|
87
|
|
Tilton, New Hampshire
|
|
245,698
|
|
|
100
|
|
Hilton Head II, South Carolina
|
|
206,586
|
|
|
98
|
|
Fort Myers, Florida
|
|
198,950
|
|
|
85
|
|
Terrell, Texas
|
|
177,800
|
|
|
94
|
|
Hilton Head I, South Carolina
|
|
177,199
|
|
|
96
|
|
Barstow, California
|
|
171,300
|
|
|
100
|
|
West Branch, Michigan
|
|
112,120
|
|
|
100
|
|
Blowing Rock, North Carolina
|
|
104,154
|
|
|
100
|
|
Nags Head, North Carolina
|
|
82,178
|
|
|
100
|
|
Kittery I, Maine
|
|
59,694
|
|
|
93
|
|
Kittery II, Maine
|
|
24,619
|
|
|
100
|
|
Totals
|
|
9,775,539
|
|
|
98
(2)
|
|
|
|
|
|
|
||
Unconsolidated Joint Ventures
|
|
|
|
|
|
|
Deer Park, New York
(3)
|
|
684,366
|
|
|
88
|
|
Wisconsin Dells, Wisconsin
|
|
265,069
|
|
|
99
|
|
(1)
|
These properties or a portion thereof are subject to a ground lease.
|
(2)
|
Excludes the Hilton Head I, SC property which opened on March 31, 2011 and is not yet stabilized.
|
(3)
|
Includes a 29,253 square foot warehouse adjacent to the shopping center.
|
|
2011
|
||||||||||||||
|
# of Leases
|
Square Feet
|
Average
Annual
Straight-line Rent (psf)
|
Average
Tenant
Allowance (psf)
|
Average Initial Term (in years)
|
Net Average
Annual
Straight-line Rent (psf)
(1)
|
|||||||||
Re-tenant
|
132
|
|
469,000
|
|
$
|
28.26
|
|
$
|
34.86
|
|
8.33
|
|
$
|
24.08
|
|
Renewal
|
241
|
|
1,192,000
|
|
$
|
20.23
|
|
$
|
1.70
|
|
4.89
|
|
$
|
19.88
|
|
|
|
|
|
|
|
|
|||||||||
|
2010
|
|
|||||||||||||
|
# of Leases
|
Square Feet
|
Average
Annual
Straight-line Rent (psf)
|
Average
Tenant
Allowance (psf)
|
Average Initial Term (in years)
|
Net Average
Annual
Straight-line Rent (psf)
(1)
|
|||||||||
Re-tenant
|
86
|
|
323,000
|
|
$
|
23.08
|
|
$
|
25.84
|
|
7.12
|
|
$
|
19.45
|
|
Renewal
|
208
|
|
899,000
|
|
$
|
19.47
|
|
$
|
0.07
|
|
4.44
|
|
$
|
19.45
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property base rentals
|
|
$
|
45,587
|
|
|
$
|
43,543
|
|
|
$
|
2,044
|
|
Incremental base rentals from new developments
|
|
2,458
|
|
|
43
|
|
|
2,415
|
|
|||
Incremental base rentals from acquisition
|
|
101
|
|
|
—
|
|
|
101
|
|
|||
Termination fees
|
|
45
|
|
|
167
|
|
|
(122
|
)
|
|||
Amortization of net above and below market rent adjustments
|
|
202
|
|
|
215
|
|
|
(13
|
)
|
|||
|
|
$
|
48,393
|
|
|
$
|
43,968
|
|
|
$
|
4,425
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property expense reimbursements
|
|
$
|
19,843
|
|
|
$
|
18,320
|
|
|
$
|
1,523
|
|
Incremental expense reimbursements from new developments
|
|
754
|
|
|
43
|
|
|
711
|
|
|||
Termination fees allocated to expense reimbursements
|
|
19
|
|
|
66
|
|
|
(47
|
)
|
|||
|
|
$
|
20,616
|
|
|
$
|
18,429
|
|
|
$
|
2,187
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property other income
|
|
$
|
1,871
|
|
|
$
|
1,835
|
|
|
$
|
36
|
|
Incremental other income from new developments
|
|
84
|
|
|
15
|
|
|
69
|
|
|||
|
|
$
|
1,955
|
|
|
$
|
1,850
|
|
|
$
|
105
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property operating expenses
|
|
$
|
22,679
|
|
|
$
|
20,968
|
|
|
$
|
1,711
|
|
Incremental property operating expenses from new developments
|
|
1,086
|
|
|
149
|
|
|
937
|
|
|||
Demolition costs related to the redevelopment of Hilton Head I, SC center
|
|
—
|
|
|
641
|
|
|
(641
|
)
|
|||
|
|
$
|
23,765
|
|
|
$
|
21,758
|
|
|
$
|
2,007
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property depreciation and amortization
|
|
$
|
16,769
|
|
|
$
|
17,055
|
|
|
$
|
(286
|
)
|
Incremental depreciation and amortization from new developments
|
|
1,089
|
|
|
54
|
|
|
1,035
|
|
|||
|
|
$
|
17,858
|
|
|
$
|
17,109
|
|
|
$
|
749
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property base rentals
|
|
$
|
89,878
|
|
|
$
|
85,987
|
|
|
$
|
3,891
|
|
Incremental base rentals from new developments
|
|
4,065
|
|
|
301
|
|
|
3,764
|
|
|||
Incremental base rentals from acquisition
|
|
101
|
|
|
—
|
|
|
101
|
|
|||
Termination fees
|
|
211
|
|
|
788
|
|
|
(577
|
)
|
|||
Amortization of net above and below market rent adjustments
|
|
357
|
|
|
389
|
|
|
(32
|
)
|
|||
|
|
$
|
94,612
|
|
|
$
|
87,465
|
|
|
$
|
7,147
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property expense reimbursements
|
|
$
|
40,085
|
|
|
$
|
37,372
|
|
|
$
|
2,713
|
|
Incremental expense reimbursements from new developments
|
|
1,623
|
|
|
175
|
|
|
1,448
|
|
|||
Termination fees allocated to expense reimbursements
|
|
113
|
|
|
401
|
|
|
(288
|
)
|
|||
|
|
$
|
41,821
|
|
|
$
|
37,948
|
|
|
$
|
3,873
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property other income
|
|
$
|
3,678
|
|
|
$
|
3,382
|
|
|
$
|
296
|
|
Incremental other income from new developments
|
|
201
|
|
|
28
|
|
|
173
|
|
|||
Gain on sale of land outparcel
|
|
—
|
|
|
161
|
|
|
(161
|
)
|
|||
|
|
$
|
3,879
|
|
|
$
|
3,571
|
|
|
$
|
308
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property operating expenses
|
|
$
|
45,709
|
|
|
$
|
43,007
|
|
|
$
|
2,702
|
|
Incremental property operating expenses from new developments
|
|
2,164
|
|
|
401
|
|
|
1,763
|
|
|||
Demolition costs related to the redevelopment of Hilton Head I, SC center
|
|
—
|
|
|
699
|
|
|
(699
|
)
|
|||
|
|
$
|
47,873
|
|
|
$
|
44,107
|
|
|
$
|
3,766
|
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Existing property depreciation and amortization
|
|
$
|
34,050
|
|
|
$
|
34,282
|
|
|
$
|
(232
|
)
|
Incremental depreciation and amortization from Mebane, NC center new development
|
|
1,773
|
|
|
—
|
|
|
1,773
|
|
|||
Accelerated depreciation and amortization related to the redevelopment of the Hilton Head I, SC center
|
|
—
|
|
|
9,301
|
|
|
(9,301
|
)
|
|||
|
|
$
|
35,823
|
|
|
$
|
43,583
|
|
|
$
|
(7,760
|
)
|
|
|
2011
|
|
2010
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
59,884
|
|
|
$
|
54,088
|
|
|
$
|
5,796
|
|
Net cash used in investing activities
|
|
(182,118
|
)
|
|
(33,665
|
)
|
|
(148,453
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
134,929
|
|
|
(20,190
|
)
|
|
155,119
|
|
|||
Net increase in cash and cash equivalents
|
|
$
|
12,695
|
|
|
$
|
233
|
|
|
$
|
12,462
|
|
|
|
Six Months Ended
June 30,
|
|
|
||||||||
|
|
2011
|
|
2010
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New center developments
|
|
$
|
1,466
|
|
|
$
|
22,219
|
|
|
$
|
(20,753
|
)
|
Center redevelopment
|
|
9,338
|
|
|
4,696
|
|
|
4,642
|
|
|||
Major center renovations
|
|
825
|
|
|
—
|
|
|
825
|
|
|||
Second generation tenant allowances
|
|
8,422
|
|
|
10,796
|
|
|
(2,374
|
)
|
|||
Other capital expenditures
|
|
5,483
|
|
|
5,616
|
|
|
(133
|
)
|
|||
|
|
25,534
|
|
|
43,327
|
|
|
(17,793
|
)
|
|||
|
|
|
|
|
|
|
||||||
Conversion from accrual to cash basis
|
|
4,497
|
|
|
(16,635
|
)
|
|
21,132
|
|
|||
Additions to rental property-cash basis
|
|
$
|
30,031
|
|
|
$
|
26,692
|
|
|
$
|
3,339
|
|
•
|
New center development expenditures, which includes first generation tenant allowances, decreased in the 2011 period due primarily to the completion of the Mebane, NC center which opened in November 2010.
|
•
|
Center redevelopment increased in the 2011 period due to the on-going redevelopment of our Hilton Head I, SC center which began in April 2010 and re-opened in March 2011.
|
•
|
Major center renovations increased in the 2011 period due to our on-going renovation at our Howell, Michigan center.
|
Senior unsecured notes financial covenants
|
Required
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
<60
|
47
|
%
|
Total secured debt to adjusted total assets
|
<40
|
—
|
%
|
Total unencumbered assets to unsecured debt
|
>135
|
213
|
%
|
Joint Venture
|
|
Center Location
|
|
Ownership
%
|
|
Square
Feet
|
|
Carrying Value
of Investment
(in millions)
|
|
Total Joint
Venture Debt
(in millions)
|
||||||
Deer Park
(1)
|
|
Deer Park,
Long Island,
New York
|
|
33.3
|
%
|
|
683,033
|
|
|
$
|
0.1
|
|
|
$
|
269.3
|
|
Wisconsin Dells
|
|
Wisconsin Dells, Wisconsin
|
|
50.0
|
%
|
|
265,061
|
|
|
$
|
4.3
|
|
|
$
|
24.3
|
|
Joint Venture
|
|
Our Portion of
Joint Venture Debt
|
|
Maturity
Date
|
|
Interest Rate
|
||
Deer Park
|
|
$
|
89,761
|
|
|
5/17/2011
(1)
|
|
Libor + 1.375-3.50%
|
Wisconsin Dells
|
|
$
|
12,375
|
|
|
12/18/2012
|
|
Libor + 3.00%
|
(1)
|
The Deer Park mortgages did not qualify for the associated one-year extension options which were exercisable in May 2011.
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Fee:
|
|
|
|
|
|
|
|
|
|
||||||
Management and leasing
|
$
|
469
|
|
|
$
|
471
|
|
|
$
|
973
|
|
|
$
|
935
|
|
Marketing
|
44
|
|
|
39
|
|
|
88
|
|
|
80
|
|
||||
Total Fees
|
$
|
513
|
|
|
$
|
510
|
|
|
$
|
1,061
|
|
|
$
|
1,015
|
|
•
|
FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
FFO does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements;
|
•
|
FFO, which includes discontinued operations, may not be indicative of our ongoing operations; and
|
•
|
Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
FUNDS FROM OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
10,842
|
|
|
$
|
5,392
|
|
|
$
|
21,659
|
|
|
$
|
8,395
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization uniquely significant to real estate - discontinued operations
|
|
—
|
|
|
34
|
|
|
—
|
|
|
87
|
|
||||
Depreciation and amortization uniquely significant to real estate - wholly-owned
|
|
17,686
|
|
|
16,984
|
|
|
35,493
|
|
|
43,343
|
|
||||
Depreciation and amortization uniquely significant to real estate - unconsolidated joint ventures
|
|
1,336
|
|
|
1,280
|
|
|
2,642
|
|
|
2,545
|
|
||||
Funds from operations (FFO)
|
|
29,864
|
|
|
23,690
|
|
|
59,794
|
|
|
54,370
|
|
||||
Preferred share dividends
|
|
—
|
|
|
(1,407
|
)
|
|
—
|
|
|
(2,813
|
)
|
||||
Allocation of FFO to participating securities
|
|
(264
|
)
|
|
(177
|
)
|
|
(572
|
)
|
|
(442
|
)
|
||||
Funds from operations available to common shareholders and noncontrolling interest in Operating Partnership
|
|
$
|
29,600
|
|
|
$
|
22,106
|
|
|
$
|
59,222
|
|
|
$
|
51,115
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
(1) (2)
|
|
93,237
|
|
|
92,476
|
|
|
93,172
|
|
|
92,415
|
|
||||
Funds from operations per share
|
|
$
|
0.32
|
|
|
$
|
0.24
|
|
|
$
|
0.64
|
|
|
$
|
0.55
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average Operating Partnership units outstanding
(1)
|
|
23,309
|
|
|
23,119
|
|
|
23,293
|
|
|
23,104
|
|
||||
Funds from operations per unit
|
|
$
|
1.27
|
|
|
$
|
0.96
|
|
|
$
|
2.54
|
|
|
$
|
2.21
|
|
(1)
|
Includes the dilutive effect of options and senior exchangeable notes.
|
(2)
|
Assumes the partnership units of the Operating Partnership held by the noncontrolling interest are exchanged for common shares of the Company.
|
•
|
AFFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
AFFO does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and AFFO does not reflect any cash requirements for such replacements;
|
•
|
AFFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
|
•
|
Other companies in our industry may calculate AFFO differently than we do, limiting its usefulness as a comparative measure.
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
ADJUSTED FUNDS FROM OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||
Funds from operations
|
|
29,864
|
|
|
23,690
|
|
|
$
|
59,794
|
|
|
$
|
54,370
|
|
||
Adjusted for non-core items:
|
|
|
|
|
|
|
|
|
|
|||||||
Acquisition costs
|
|
974
|
|
|
—
|
|
|
1,541
|
|
|
—
|
|
||||
Abandoned development costs
|
|
—
|
|
|
365
|
|
|
158
|
|
|
365
|
|
||||
Termination of derivatives
|
|
—
|
|
|
6,142
|
|
|
—
|
|
|
6,142
|
|
||||
Impairment charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
735
|
|
||||
Loss on early termination of debt
|
|
—
|
|
|
563
|
|
|
—
|
|
|
563
|
|
||||
Gain on sale of outparcel
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
||||
Demolition costs of Hilton Head I, South Carolina
|
|
—
|
|
|
641
|
|
|
—
|
|
|
699
|
|
||||
Adjusted funds from operations (AFFO)
|
|
30,838
|
|
|
31,401
|
|
|
61,493
|
|
|
62,713
|
|
||||
Preferred share dividends
|
|
—
|
|
|
(1,407
|
)
|
|
—
|
|
|
(2,813
|
)
|
||||
Allocation of AFFO to participating securities
|
|
(272
|
)
|
|
(237
|
)
|
|
(588
|
)
|
|
(511
|
)
|
||||
Adjusted funds from operations available to common shareholders and noncontrolling interest in Operating Partnership.
|
|
$
|
30,566
|
|
|
$
|
29,757
|
|
|
$
|
60,905
|
|
|
$
|
59,389
|
|
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
(1) (2)
|
|
93,237
|
|
|
92,476
|
|
|
93,172
|
|
|
92,415
|
|
||||
Adjusted funds from operations per share
|
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.65
|
|
|
$
|
0.64
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average Operating Partnership units outstanding
(1)
|
|
23,309
|
|
|
23,119
|
|
|
23,293
|
|
|
23,104
|
|
||||
Adjusted funds from operations per unit
|
|
$
|
1.31
|
|
|
$
|
1.29
|
|
|
$
|
2.61
|
|
|
$
|
2.57
|
|
(1)
|
Includes the dilutive effect of options and senior exchangeable notes.
|
(2)
|
Assumes the partnership units of the Operating Partnership held by the noncontrolling interest are exchanged for common shares of the Company.
|
|
|
Three months ended
June 30,
|
|
Six months ended
June 30,
|
||||||||||||
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
SAME CENTER NET OPERATING INCOME
|
|
|
|
|
|
|
|
|
||||||||
Income before equity in losses of unconcolidated joint ventures and discontinued operations
|
|
$
|
11,606
|
|
|
$
|
5,444
|
|
|
$
|
22,455
|
|
|
$
|
8,514
|
|
Loss on termination of derivatives
|
|
—
|
|
|
6,142
|
|
|
—
|
|
|
6,142
|
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
563
|
|
|
—
|
|
|
563
|
|
||||
Interest expense
|
|
10,713
|
|
|
7,951
|
|
|
21,038
|
|
|
15,899
|
|
||||
Operating Income
|
|
22,319
|
|
|
20,100
|
|
|
43,493
|
|
|
31,118
|
|
||||
Depreciation and amortization
|
|
17,858
|
|
|
17,109
|
|
|
35,823
|
|
|
43,583
|
|
||||
Impairment charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
735
|
|
||||
Abandoned development costs
|
|
—
|
|
|
365
|
|
|
158
|
|
|
365
|
|
||||
Acquisition costs
|
|
974
|
|
|
—
|
|
|
1,541
|
|
|
—
|
|
||||
General and administrative expenses
|
|
7,185
|
|
|
5,963
|
|
|
13,952
|
|
|
11,429
|
|
||||
Property Net Operating Income
|
|
48,336
|
|
|
43,537
|
|
|
94,967
|
|
|
87,230
|
|
||||
Less: non-cash adjustments and termination rents
(1)
|
|
(1,470
|
)
|
|
(1,090
|
)
|
|
(2,643
|
)
|
|
(2,307
|
)
|
||||
Property Net Operating Income - cash basis
|
|
46,866
|
|
|
42,447
|
|
|
92,324
|
|
|
84,923
|
|
||||
Less: non-same center and other NOI
|
|
(3,094
|
)
|
|
(287
|
)
|
|
(5,435
|
)
|
|
(2,102
|
)
|
||||
Total Same Center NOI - cash basis
|
|
$
|
43,772
|
|
|
$
|
42,160
|
|
|
$
|
86,889
|
|
|
$
|
82,821
|
|
3.1
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc.
|
|
|
|
10.1
|
|
Form of Share Option Between Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership and certain employees.
|
|
|
|
10.2
|
|
Bridge Term Loan Agreement dated June 27, 2011 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as administrative and syndication agent and Wells Fargo Securities, LLC, as bookrunner and lead arranger. (Incorporated by reference to the exhibits to the Company and Operating Partnership's Current Report on Form 8-K dated June 27, 2011.)
|
|
|
|
12.1
|
|
Company's Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
|
|
|
|
12.2
|
|
Operating Partnership's Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Distributions.
|
|
|
|
31.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.2
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.3
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
31.4
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
32.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
32.2
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
32.3
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
32.4
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
101
|
|
The following financial statements from Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership's dual Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Cash Flows (unaudited), and (iv) Notes to Consolidated Financial Statements (unaudited). (In accordance with Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.)
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
By:
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
|
|
Executive Vice President, Chief Financial Officer & Secretary
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
By: TANGER GP TRUST, its sole general partner
|
|
By:
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
|
|
Vice President, Treasurer & Assistant Secretary
|
Exhibit No.
|
Description
|
|
3.1
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc.
|
|
|
|
10.1
|
|
Form of Share Option Between Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership and certain employees.
|
|
|
|
10.2
|
|
Bridge Term Loan Agreement dated June 27, 2011 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Association, as administrative and syndication agent and Wells Fargo Securities, LLC, as bookrunner and lead arranger. (Incorporated by reference to the exhibits to the Company and Operating Partnership's Current Report on Form 8-K dated June 27, 2011.)
|
|
|
|
12.1
|
|
Company's Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
|
|
|
|
12.2
|
|
Operating Partnership's Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Distributions.
|
|
|
|
31.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.2
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.3
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
31.4
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
32.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
32.2
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
32.3
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
32.4
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
101
|
|
The following financial statements from Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership's dual Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Cash Flows (unaudited), and (iv) Notes to Consolidated Financial Statements (unaudited).
|
|
|
Six months ended
|
||||||
|
|
June 30,
|
||||||
|
|
2011
|
|
2010
|
||||
Earnings:
|
|
|
|
|
||||
Income before equity in losses of unconsolidated joint ventures, discontinued operations and noncontrolling interests
(1)
|
|
$
|
22,455
|
|
|
$
|
8,514
|
|
Add:
|
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
|
156
|
|
|
414
|
|
||
Amortization of capitalized interest
|
|
253
|
|
|
245
|
|
||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Total earnings
|
|
44,808
|
|
|
32,027
|
|
||
|
|
|
|
|
||||
Fixed charges:
|
|
|
|
|
||||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
|
249
|
|
|
535
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Total fixed charges
|
|
$
|
22,193
|
|
|
$
|
23,389
|
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
|
2.0
|
|
|
1.4
|
|
||
|
|
|
|
|
||||
Earnings:
|
|
|
|
|
||||
Income before equity in losses of unconsolidated joint ventures, noncontrolling interests and discontinued operations
|
|
$
|
22,455
|
|
|
$
|
8,514
|
|
Add:
|
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
|
156
|
|
|
414
|
|
||
Amortization of capitalized interest
|
|
253
|
|
|
245
|
|
||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Total Earnings
|
|
44,808
|
|
|
32,027
|
|
||
|
|
|
|
|
||||
Fixed charges and preferred share dividends:
|
|
|
|
|
||||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
|
249
|
|
|
535
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Preferred share dividends
|
|
—
|
|
|
2,813
|
|
||
|
|
|
|
|
||||
Total combined fixed charges and preferred share dividends
|
|
$
|
22,193
|
|
|
$
|
26,202
|
|
|
|
|
|
|
||||
Ratio of earnings to combined fixed charges and preferred share dividends
|
|
2.0
|
|
|
1.2
|
|
|
|
Six Month Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2011
|
|
2010
|
||||
Earnings:
|
|
|
|
|
||||
Income before equity in losses of unconsolidated joint ventures and discontinued operations
|
|
$
|
22,455
|
|
|
$
|
8,514
|
|
Add:
|
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
|
156
|
|
|
414
|
|
||
Amortization of capitalized interest
|
|
253
|
|
|
245
|
|
||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Total earnings
|
|
44,808
|
|
|
32,027
|
|
||
|
|
|
|
|
||||
Fixed charges:
|
|
|
|
|
||||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
|
249
|
|
|
535
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Total fixed charges
|
|
$
|
22,193
|
|
|
$
|
23,389
|
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
|
2.0
|
|
|
1.4
|
|
||
|
|
|
|
|
||||
Earnings:
|
|
|
|
|
||||
Income before equity in losses of unconsolidated joint ventures and discontinued operations
|
|
$
|
22,455
|
|
|
$
|
8,514
|
|
Add:
|
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
|
156
|
|
|
414
|
|
||
Amortization of capitalized interest
|
|
253
|
|
|
245
|
|
||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Total Earnings
|
|
44,808
|
|
|
32,027
|
|
||
|
|
|
|
|
||||
Fixed charges and preferred share dividends:
|
|
|
|
|
||||
Interest expense
|
|
21,038
|
|
|
22,041
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
|
249
|
|
|
535
|
|
||
Portion of rent expense - interest factor
|
|
906
|
|
|
813
|
|
||
Preferred unit distributions
|
|
—
|
|
|
2,813
|
|
||
|
|
|
|
|
||||
Total combined fixed charges and preferred unit distributions
|
|
$
|
22,193
|
|
|
$
|
26,202
|
|
|
|
|
|
|
||||
Ratio of earnings to combined fixed charges and preferred unit distributions
|
|
2.0
|
|
|
1.2
|
|
|
|||
1
|
I have reviewed this quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended June 30, 2011;
|
||
|
|
||
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
|
||
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
|
|
||
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|
||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
||
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
|
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||
|
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|||
Date: August 9, 2011
|
|||
|
|||
/s/ Steven B. Tanger
|
|
||
Steven B. Tanger
|
|||
President and Chief Executive Officer
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
|
|
|||
1
|
I have reviewed this quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended June 30, 2011;
|
||
|
|
||
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
|
||
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
|
|
||
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|
||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
||
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||
|
|
||
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|||
Date: August 9, 2011
|
|||
|
|||
/s/ Frank C. Marchisello, Jr.
|
|
||
Frank C. Marchisello, Jr.
|
|||
Vice-President, Treasurer and Assistant Secretary
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|
Date: August 9, 2011
|
/s/ Steven B. Tanger
|
|
Steven B. Tanger
President and Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date: August 9, 2011
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
Executive Vice President, Chief Financial Officer & Secretary
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarter ended June 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date: August 9, 2011
|
||
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
President and Chief Executive Officer
|
|
|
Tanger GP Trust, sole general partner of the Operating Partnership
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarter ended June 30, 2011 (the “
Report
”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date: August 9, 2011
|
|
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
|
|
Vice President, Treasurer and Assistant Secretary
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|