|
x
|
ANNUAL 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
|
(336) 292-3010
|
Greensboro, NC 27408
|
(Registrant's telephone number)
|
(Address of principal executive offices)
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
Title of each class
|
Name of exchange on which registered
|
Common Shares, $.01 par value
|
New York Stock Exchange
|
|
|
Tanger Properties Limited Partnership:
|
|
None
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
|
Tanger Factory Outlet Centers, Inc.: None
|
|
Tanger Properties Limited Partnership: None
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
Tanger Factory Outlet Centers, Inc.
|
Yes
o
No
x
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
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
|
x
Large accelerated filer
|
|
o
Accelerated filer
|
|
o
Non-accelerated filer
|
|
o
Smaller reporting company
|
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.
|
•
|
Debt of the Company and the Operating Partnership;
|
•
|
Shareholders' Equity and Partners' Equity;
|
•
|
Earnings Per Share and Earnings Per Unit;
|
•
|
Share-based Compensation of the Company and Equity-based Compensation of the Operating Partnership;
|
•
|
Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 1.
|
Business
|
Item 1A.
|
Risk Factors
|
•
|
significant expenditure of money and time on projects that may be delayed or never be completed;
|
•
|
higher than projected construction costs;
|
•
|
shortage of construction materials and supplies;
|
•
|
failure to obtain zoning, occupancy or other governmental approvals or to the extent required, tenant approvals; and
|
•
|
late completion because of construction delays, delays in the receipt of zoning, occupancy and other approvals or other factors outside of our control.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Outlet Center
|
|
Acres
|
|
Expiration
|
|
Expiration including renewal terms
|
|
Myrtle Beach Hwy 17, SC
|
|
40.0
|
|
|
2027
|
|
2096
|
Atlantic City, NJ
|
|
21.3
|
|
|
2101
|
|
2101
|
Ocean City, MD
|
|
18.5
|
|
|
2084
|
|
2084
|
Sevierville, TN
|
|
41.6
|
|
|
2086
|
|
2086
|
Riverhead, NY
|
|
47.0
|
|
|
2014
|
|
2039
|
Rehoboth Beach, DE
|
|
2.7
|
|
|
2044
|
|
(1)
|
(1)
|
Lease may be renewed at our option for additional terms of twenty years each.
|
State
|
|
Number of
Centers
|
|
Square
Feet
|
|
%
of Square Feet
|
||
South Carolina
|
|
5
|
|
|
1,576,873
|
|
|
15
|
Pennsylvania
|
|
3
|
|
|
874,422
|
|
|
8
|
New York
|
|
1
|
|
|
729,734
|
|
|
7
|
Georgia
|
|
2
|
|
|
691,582
|
|
|
6
|
Texas
|
|
2
|
|
|
619,729
|
|
|
6
|
Delaware
|
|
1
|
|
|
568,975
|
|
|
5
|
Alabama
|
|
1
|
|
|
557,228
|
|
|
5
|
North Carolina
|
|
3
|
|
|
505,225
|
|
|
5
|
New Jersey
|
|
1
|
|
|
489,762
|
|
|
4
|
Michigan
|
|
2
|
|
|
437,222
|
|
|
4
|
Tennessee
|
|
1
|
|
|
419,038
|
|
|
4
|
Ohio
|
|
1
|
|
|
411,776
|
|
|
4
|
Missouri
|
|
1
|
|
|
302,922
|
|
|
3
|
Utah
|
|
1
|
|
|
298,391
|
|
|
3
|
Connecticut
|
|
1
|
|
|
289,898
|
|
|
3
|
Iowa
|
|
1
|
|
|
277,230
|
|
|
3
|
Oregon
|
|
1
|
|
|
270,212
|
|
|
2
|
Louisiana
|
|
1
|
|
|
270,208
|
|
|
2
|
Illinois
|
|
1
|
|
|
250,439
|
|
|
2
|
New Hampshire
|
|
1
|
|
|
245,698
|
|
|
2
|
Florida
|
|
1
|
|
|
198,877
|
|
|
2
|
Maryland
|
|
1
|
|
|
197,707
|
|
|
2
|
California
|
|
1
|
|
|
171,300
|
|
|
2
|
Maine
|
|
2
|
|
|
82,286
|
|
|
1
|
Total
|
|
36
|
|
|
10,736,734
|
|
|
100
|
Location
|
|
Square Feet
|
|
% Occupied
|
||
Consolidated Outlet Centers
|
|
|
|
|
||
Riverhead, New York
(1)
|
|
729,734
|
|
|
99
|
%
|
Rehoboth Beach, Delaware
(1)
|
|
568,975
|
|
|
99
|
%
|
Foley, Alabama
|
|
557,228
|
|
|
96
|
%
|
Atlantic City, New Jersey
(1)
|
|
489,762
|
|
|
93
|
%
|
San Marcos, Texas
|
|
441,929
|
|
|
100
|
%
|
Myrtle Beach Hwy 501, South Carolina
|
|
425,247
|
|
|
97
|
%
|
Sevierville, Tennessee
(1)
|
|
419,038
|
|
|
99
|
%
|
Jeffersonville, Ohio
|
|
411,776
|
|
|
100
|
%
|
Myrtle Beach Hwy 17, South Carolina
(1)
|
|
402,791
|
|
|
100
|
%
|
Washington, Pennsylvania
|
|
372,972
|
|
|
100
|
%
|
Commerce II, Georgia
|
|
370,512
|
|
|
100
|
%
|
Charleston, South Carolina
|
|
365,107
|
|
|
99
|
%
|
Howell, Michigan
|
|
324,652
|
|
|
96
|
%
|
Locust Grove, Georgia
|
|
321,070
|
|
|
100
|
%
|
Mebane, North Carolina
|
|
318,910
|
|
|
100
|
%
|
Branson, Missouri
|
|
302,922
|
|
|
99
|
%
|
Park City, Utah
|
|
298,391
|
|
|
100
|
%
|
Westbrook, Connecticut
|
|
289,898
|
|
|
99
|
%
|
Williamsburg, Iowa
|
|
277,230
|
|
|
97
|
%
|
Lincoln City, Oregon
|
|
270,212
|
|
|
98
|
%
|
Gonzales, Louisiana
|
|
270,208
|
|
|
100
|
%
|
Lancaster, Pennsylvania
|
|
254,002
|
|
|
100
|
%
|
Tuscola, Illinois
|
|
250,439
|
|
|
91
|
%
|
Hershey, Pennsylvania
|
|
247,448
|
|
|
100
|
%
|
Tilton, New Hampshire
|
|
245,698
|
|
|
100
|
%
|
Hilton Head II, South Carolina
|
|
206,529
|
|
|
100
|
%
|
Fort Myers, Florida
|
|
198,877
|
|
|
94
|
%
|
Ocean City, Maryland
(1)
|
|
197,707
|
|
|
91
|
%
|
Terrell, Texas
|
|
177,800
|
|
|
96
|
%
|
Hilton Head I, South Carolina
|
|
177,199
|
|
|
98
|
%
|
Barstow, California
|
|
171,300
|
|
|
93
|
%
|
West Branch, Michigan
|
|
112,570
|
|
|
96
|
%
|
Blowing Rock, North Carolina
|
|
104,154
|
|
|
97
|
%
|
Nags Head, North Carolina
|
|
82,161
|
|
|
100
|
%
|
Kittery I, Maine
|
|
57,667
|
|
|
100
|
%
|
Kittery II, Maine
|
|
24,619
|
|
|
100
|
%
|
Total
|
|
10,736,734
|
|
|
98
|
%
|
Location
|
|
Square Feet
|
|
% Occupied
|
||
Unconsolidated joint venture properties
|
|
|
|
|
||
Deer Park, NY
(1)
(33.3% owned)
|
|
741,981
|
|
|
93
|
%
|
Texas City, TX (50% owned)
|
|
352,705
|
|
|
97
|
%
|
Glendale, AZ (58% owned)
|
|
332,234
|
|
|
94
|
%
|
Wisconsin Dells, WI (50% owned)
|
|
265,086
|
|
|
98
|
%
|
Bromont, QC
(2)
(50% owned)
|
|
162,943
|
|
|
89
|
%
|
Cookstown, ON
(3)
(50% owned)
|
|
155,522
|
|
|
97
|
%
|
Saint-Sauveur, QC
(2)
(50% owned)
|
|
116,097
|
|
|
100
|
%
|
Total
|
|
2,126,568
|
|
|
|
(1)
|
Excludes a
29,253
square foot warehouse adjacent to the shopping center.
|
(2)
|
Center acquired in November 2012, located in Quebec, Canada.
|
(3)
|
Center acquired in December 2011 and located in Ontario, Canada.
|
Year
|
|
No. of Leases Expiring
|
|
Approx.
(1)
Square Feet
|
|
Average Annualized Base Rent per sq. ft
|
|
Annualized Base Rent
(2)
|
|
% of Gross Annualized Base Rent Represented by Expiring Leases
|
|||||||
2013
|
|
238
|
|
|
930
|
|
|
$
|
21.18
|
|
|
$
|
19,696
|
|
|
9
|
%
|
2014
|
|
330
|
|
|
1,463
|
|
|
18.82
|
|
|
27,536
|
|
|
13
|
%
|
||
2015
|
|
312
|
|
|
1,359
|
|
|
20.59
|
|
|
27,983
|
|
|
13
|
%
|
||
2016
|
|
327
|
|
|
1,426
|
|
|
20.80
|
|
|
29,665
|
|
|
14
|
%
|
||
2017
|
|
291
|
|
|
1,413
|
|
|
21.32
|
|
|
30,121
|
|
|
14
|
%
|
||
2018
|
|
198
|
|
|
1,064
|
|
|
22.66
|
|
|
24,112
|
|
|
11
|
%
|
||
2019
|
|
69
|
|
|
291
|
|
|
26.34
|
|
|
7,664
|
|
|
4
|
%
|
||
2020
|
|
109
|
|
|
594
|
|
|
18.18
|
|
|
10,797
|
|
|
5
|
%
|
||
2021
|
|
159
|
|
|
825
|
|
|
21.41
|
|
|
17,665
|
|
|
8
|
%
|
||
2022
|
|
132
|
|
|
488
|
|
|
28.36
|
|
|
13,838
|
|
|
6
|
%
|
||
2023 & thereafter
|
|
59
|
|
|
324
|
|
|
19.67
|
|
|
6,373
|
|
|
3
|
%
|
||
|
|
2,224
|
|
|
10,177
|
|
|
$
|
21.17
|
|
|
$
|
215,450
|
|
|
100
|
%
|
(1)
|
Excludes leases that have been entered into but which tenant has not yet taken possession, vacant suites, space under construction, temporary leases and month-to-month leases totaling in the aggregate approximately 560,000 square feet.
|
(2)
|
Annualized base rent is defined as the minimum monthly payments due as of February 1, 2013 annualized, excluding periodic contractual fixed increases and rents calculated based on a percentage of tenants' sales. The annualized base rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to tenants.
|
|
|
Total Expiring
|
|
Renewed by Existing
Tenants
|
|||||||
Year
|
|
Square Feet
|
|
% of
Total Center Square Feet
(1)
|
|
Square Feet
|
|
% of
Expiring Square Feet
|
|||
2012
|
|
1,814,000
|
|
|
17
|
|
|
1,536,000
|
|
|
85
|
2011
|
|
1,771,000
|
|
|
18
|
|
|
1,459,000
|
|
|
82
|
2010
|
|
1,460,000
|
|
|
16
|
|
|
1,217,000
|
|
|
83
|
2009
|
|
1,502,000
|
|
|
16
|
|
|
1,218,000
|
|
|
81
|
2008
|
|
1,350,000
|
|
|
16
|
|
|
1,103,000
|
|
|
82
|
|
|
Renewals of Existing Leases
|
|
Stores Re-leased to New Tenants
(1)
|
|||||||||||||||||||||||
|
|
|
|
Average Annualized Base Rents
|
|
|
|
Average Annualized Base Rents
|
|||||||||||||||||||
|
|
|
|
($ per sq. ft.)
|
|
|
|
($ per sq. ft.)
|
|||||||||||||||||||
Year
|
|
Square Feet
|
|
Expiring
|
|
New
|
|
%
Increase
|
|
Square Feet
|
|
Expiring
|
|
New
|
|
% Increase
|
|||||||||||
2012
|
|
|
1,536,000
|
|
|
$
|
18.70
|
|
|
$
|
21.75
|
|
|
16
|
|
450,000
|
|
|
$
|
20.60
|
|
|
$
|
31.72
|
|
|
54
|
2011
|
|
|
1,459,000
|
|
|
$
|
18.16
|
|
|
$
|
20.54
|
|
|
13
|
|
548,000
|
|
|
$
|
18.82
|
|
|
$
|
28.24
|
|
|
50
|
2010
|
|
|
1,217,000
|
|
|
$
|
18.00
|
|
|
$
|
19.65
|
|
|
9
|
|
432,000
|
|
|
$
|
19.21
|
|
|
$
|
24.18
|
|
|
26
|
2009
|
|
|
1,218,000
|
|
|
$
|
16.80
|
|
|
$
|
18.43
|
|
|
10
|
|
305,000
|
|
|
$
|
18.83
|
|
|
$
|
24.66
|
|
|
31
|
2008
|
|
|
1,103,000
|
|
|
$
|
17.29
|
|
|
$
|
20.31
|
|
|
17
|
|
492,000
|
|
|
$
|
18.03
|
|
|
$
|
25.97
|
|
|
44
|
(1)
|
The square footage released to new tenants for 2012, 2011, 2010, 2009 and 2008 contains 137,000, 172,000, 91,000, 73,000 and 139,000 square feet, respectively, that was released to new tenants upon expiration of an existing lease during the current year.
|
Year
|
|
Occupancy Costs as a
% of Tenant Sales
|
|
2012
|
|
8.4
|
|
2011
|
|
8.4
|
|
2010
|
|
8.3
|
|
2009
|
|
8.5
|
|
2008
|
|
8.2
|
|
Tenant
|
|
Number
of Stores
|
|
Square Feet
|
|
% of Total
Square Feet
|
|||
The Gap, Inc.:
|
|
|
|
|
|
|
|||
Old Navy
|
|
23
|
|
|
348,196
|
|
|
3.2
|
|
GAP
|
|
31
|
|
|
289,293
|
|
|
2.7
|
|
Banana Republic
|
|
25
|
|
|
208,149
|
|
|
1.9
|
|
Gap Kids
|
|
1
|
|
|
7,887
|
|
|
0.1
|
|
|
|
80
|
|
|
853,525
|
|
|
7.9
|
|
Phillips-Van Heusen Corporation:
|
|
|
|
|
|
|
|||
Bass Shoe
|
|
33
|
|
|
218,204
|
|
|
2.0
|
|
Tommy Hilfiger
|
|
28
|
|
|
187,672
|
|
|
1.8
|
|
Van Heusen
|
|
32
|
|
|
129,275
|
|
|
1.2
|
|
Calvin Klein, Inc.
|
|
13
|
|
|
74,857
|
|
|
0.7
|
|
Izod
|
|
23
|
|
|
62,192
|
|
|
0.6
|
|
Tommy Kids
|
|
1
|
|
|
3,200
|
|
|
*
|
|
|
|
130
|
|
|
675,400
|
|
|
6.3
|
|
Dress Barn, Inc.:
|
|
|
|
|
|
|
|||
Dress Barn
|
|
27
|
|
|
226,138
|
|
|
2.1
|
|
Lane Bryant
|
|
24
|
|
|
133,455
|
|
|
1.2
|
|
Justice
|
|
25
|
|
|
105,556
|
|
|
1.0
|
|
Maurice's
|
|
9
|
|
|
37,436
|
|
|
0.4
|
|
Dress Barn Woman
|
|
2
|
|
|
7,470
|
|
|
0.1
|
|
Dress Barn Petite
|
|
1
|
|
|
6,570
|
|
|
*
|
|
|
|
88
|
|
|
516,625
|
|
|
4.8
|
|
VF Outlet Inc.:
|
|
|
|
|
|
|
|||
VF Outlet
|
|
9
|
|
|
218,763
|
|
|
2.1
|
|
Nautica Factory Stores
|
|
18
|
|
|
89,786
|
|
|
0.8
|
|
Timberland
|
|
11
|
|
|
55,193
|
|
|
0.5
|
|
Vans
|
|
4
|
|
|
12,000
|
|
|
0.1
|
|
|
|
42
|
|
|
375,742
|
|
|
3.5
|
|
Nike:
|
|
|
|
|
|
|
|||
Nike
|
|
24
|
|
|
336,205
|
|
|
3.1
|
|
Converse
|
|
7
|
|
|
21,182
|
|
|
0.2
|
|
Hurley
|
|
2
|
|
|
4,633
|
|
|
0.1
|
|
|
|
33
|
|
|
362,020
|
|
|
3.4
|
|
Adidas:
|
|
|
|
|
|
|
|||
Reebok
|
|
25
|
|
|
202,477
|
|
|
1.9
|
|
Adidas
|
|
11
|
|
|
98,733
|
|
|
0.9
|
|
Rockport
|
|
5
|
|
|
14,106
|
|
|
0.1
|
|
|
|
41
|
|
|
315,316
|
|
|
2.9
|
|
ANN Inc.:
|
|
|
|
|
|
|
|||
Loft
|
|
26
|
|
|
185,272
|
|
|
1.7
|
|
Ann Taylor
|
|
17
|
|
|
115,196
|
|
|
1.1
|
|
|
|
43
|
|
|
300,468
|
|
|
2.8
|
|
Polo Ralph Lauren:
|
|
|
|
|
|
|
|||
Polo Ralph Lauren
|
|
27
|
|
|
278,851
|
|
|
2.6
|
|
Polo Jeans Outlet
|
|
1
|
|
|
5,000
|
|
|
0.1
|
|
Polo Ralph Lauren Children
|
|
1
|
|
|
3,000
|
|
|
*
|
|
|
|
29
|
|
|
286,851
|
|
|
2.7
|
|
Carter's:
|
|
|
|
|
|
|
|||
OshKosh B'Gosh
|
|
29
|
|
|
140,335
|
|
|
1.3
|
|
Carter's
|
|
30
|
|
|
136,306
|
|
|
1.3
|
|
|
|
59
|
|
|
276,641
|
|
|
2.6
|
|
Hanesbrands Direct, LLC:
|
|
|
|
|
|
|
|||
Hanesbrands
|
|
33
|
|
|
209,351
|
|
|
2.0
|
|
Champion
|
|
6
|
|
|
27,652
|
|
|
0.3
|
|
Socks Galore
|
|
3
|
|
|
4,360
|
|
|
*
|
|
|
|
42
|
|
|
241,363
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|||
Total of all tenants listed in table
|
|
587
|
|
|
4,203,951
|
|
|
39.2
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
NAME
|
|
AGE
|
|
POSITION
|
|
Steven B. Tanger
|
|
64
|
|
|
Director, President and Chief Executive Officer
|
Frank C. Marchisello, Jr.
|
|
54
|
|
|
Executive Vice President - Chief Financial Officer
|
Thomas E. McDonough
|
|
55
|
|
|
Executive Vice President - Chief Operating Officer
|
Chad D. Perry
|
|
41
|
|
|
Executive Vice President - General Counsel and Secretary
|
Carrie A. Geldner
|
|
50
|
|
|
Senior Vice President - Chief Marketing Officer
|
Lisa J. Morrison
|
|
53
|
|
|
Senior Vice President - Leasing
|
James F. Williams
|
|
48
|
|
|
Senior Vice President - Controller
|
Virginia R. Summerell
|
|
54
|
|
|
Senior Vice President - Treasurer and Assistant Secretary
|
Manuel O. Jessup
|
|
57
|
|
|
Senior Vice President - Human Resources
|
Item 5.
|
Market For Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
2012
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
||||||
First Quarter
|
|
$
|
30.27
|
|
|
$
|
27.72
|
|
|
$
|
0.2000
|
|
Second Quarter
|
|
32.75
|
|
|
28.94
|
|
|
0.2100
|
|
|||
Third Quarter
|
|
34.09
|
|
|
31.50
|
|
|
0.2100
|
|
|||
Fourth Quarter
|
|
34.46
|
|
|
30.87
|
|
|
0.2100
|
|
|||
Year 2012
|
|
$
|
34.46
|
|
|
$
|
27.72
|
|
|
$
|
0.8300
|
|
|
|
|
|
|
|
|
||||||
2011
|
|
High
|
|
Low
|
|
Common Dividends Paid
|
||||||
First Quarter
|
|
$
|
27.39
|
|
|
$
|
24.57
|
|
|
$
|
0.1938
|
|
Second Quarter
|
|
28.05
|
|
|
24.81
|
|
|
0.2000
|
|
|||
Third Quarter
|
|
28.99
|
|
|
22.38
|
|
|
0.2000
|
|
|||
Fourth Quarter
|
|
30.15
|
|
|
23.98
|
|
|
0.2000
|
|
|||
Year 2011
|
|
$
|
30.15
|
|
|
$
|
22.38
|
|
|
$
|
0.7938
|
|
|
|
|
Period Ended
|
||||||||||||||
Index
|
12/31/2007
|
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|||||
Tanger Factory Outlet Centers, Inc.
|
100.00
|
|
|
103.97
|
|
|
112.57
|
|
|
153.14
|
|
|
180.65
|
|
|
216.41
|
|
NAREIT All Equity REIT Index
|
100.00
|
|
|
62.27
|
|
|
79.70
|
|
|
101.98
|
|
|
110.42
|
|
|
132.18
|
|
SNL REIT Retail Shopping Ctr Index
|
100.00
|
|
|
60.20
|
|
|
59.43
|
|
|
77.15
|
|
|
74.94
|
|
|
94.62
|
|
|
2012
|
2011
|
||||
First Quarter
|
$
|
0.800
|
|
$
|
0.775
|
|
Second Quarter
|
0.840
|
|
0.800
|
|
||
Third Quarter
|
0.840
|
|
0.800
|
|
||
Fourth Quarter
|
0.840
|
|
0.800
|
|
||
|
$
|
3.320
|
|
$
|
3.175
|
|
Item 6.
|
Selected Financial Data (Tanger Factory Outlet Centers, Inc.)
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in thousands, except per share and center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
356,997
|
|
|
$
|
315,223
|
|
|
$
|
276,303
|
|
|
$
|
270,595
|
|
|
$
|
243,793
|
|
Operating income
|
|
109,585
|
|
|
97,936
|
|
|
79,631
|
|
|
69,940
|
|
|
78,764
|
|
|||||
Income from continuing operations
|
|
56,476
|
|
|
50,989
|
|
|
38,342
|
|
|
72,709
|
|
|
29,581
|
|
|||||
Net income
|
|
56,476
|
|
|
50,989
|
|
|
38,244
|
|
|
67,495
|
|
|
29,718
|
|
|||||
SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
|
$
|
0.31
|
|
Net income available to common shareholders
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
$
|
0.72
|
|
|
$
|
0.31
|
|
Weighted average common shares
|
|
91,733
|
|
|
83,000
|
|
|
80,187
|
|
|
71,832
|
|
|
62,169
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
$
|
0.78
|
|
|
$
|
0.31
|
|
Net income available to common shareholders
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
$
|
0.72
|
|
|
$
|
0.31
|
|
Weighted average common shares
|
|
92,661
|
|
|
84,129
|
|
|
80,390
|
|
|
72,024
|
|
|
62,442
|
|
|||||
Common dividends paid
|
|
$
|
0.8300
|
|
|
$
|
0.7938
|
|
|
$
|
0.7725
|
|
|
$
|
0.7638
|
|
|
$
|
0.7500
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
|
$
|
1,576,214
|
|
|
$
|
1,507,870
|
|
|
$
|
1,399,755
|
|
Total assets
|
|
1,672,425
|
|
|
1,621,815
|
|
|
1,216,934
|
|
|
1,178,861
|
|
|
1,121,925
|
|
|||||
Debt
|
|
1,093,537
|
|
|
1,025,542
|
|
|
714,616
|
|
|
584,611
|
|
|
786,863
|
|
|||||
Total shareholders' equity
|
|
513,875
|
|
|
528,432
|
|
|
421,895
|
|
|
521,063
|
|
|
265,903
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
165,765
|
|
|
$
|
135,994
|
|
|
$
|
118,500
|
|
|
$
|
127,297
|
|
|
$
|
96,970
|
|
Investing activities
|
|
$
|
(147,909
|
)
|
|
$
|
(361,076
|
)
|
|
$
|
(86,853
|
)
|
|
$
|
(76,228
|
)
|
|
$
|
(133,483
|
)
|
Financing activities
|
|
$
|
(15,415
|
)
|
|
$
|
227,218
|
|
|
$
|
(29,156
|
)
|
|
$
|
(52,779
|
)
|
|
$
|
39,078
|
|
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Square feet open:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
10,737
|
|
|
10,724
|
|
|
9,190
|
|
|
9,216
|
|
|
8,820
|
|
|||||
Partially-owned (unconsolidated)
|
|
2,156
|
|
|
1,110
|
|
|
948
|
|
|
950
|
|
|
1,352
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
36
|
|
|
36
|
|
|
31
|
|
|
31
|
|
|
30
|
|
|||||
Partially-owned (unconsolidated)
|
|
7
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
3
|
|
Item 6.
|
Selected Financial Data (Tanger Properties Limited Partnership)
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in thousands, except per unit and center data)
|
||||||||||||||||||
OPERATING DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
356,997
|
|
|
$
|
315,223
|
|
|
$
|
276,303
|
|
|
$
|
270,595
|
|
|
$
|
243,793
|
|
Operating income
|
|
109,585
|
|
|
97,936
|
|
|
79,631
|
|
|
69,940
|
|
|
78,764
|
|
|||||
Income from continuing operations
|
|
56,476
|
|
|
50,989
|
|
|
38,342
|
|
|
72,709
|
|
|
29,581
|
|
|||||
Net income
|
|
56,476
|
|
|
50,989
|
|
|
38,244
|
|
|
67,495
|
|
|
29,718
|
|
|||||
UNIT DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
2.28
|
|
|
$
|
2.12
|
|
|
$
|
1.29
|
|
|
$
|
3.16
|
|
|
$
|
1.25
|
|
Net income available to common unitholders
|
|
$
|
2.28
|
|
|
$
|
2.12
|
|
|
$
|
1.29
|
|
|
$
|
2.91
|
|
|
$
|
1.26
|
|
Weighted average common units
|
|
24,419
|
|
|
23,723
|
|
|
23,080
|
|
|
20,991
|
|
|
18,575
|
|
|||||
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
|
$
|
2.26
|
|
|
$
|
2.10
|
|
|
$
|
1.29
|
|
|
$
|
3.15
|
|
|
$
|
1.25
|
|
Net income available to common unitholders
|
|
$
|
2.26
|
|
|
$
|
2.10
|
|
|
$
|
1.29
|
|
|
$
|
2.91
|
|
|
$
|
1.25
|
|
Weighted average common units
|
|
24,651
|
|
|
24,005
|
|
|
23,131
|
|
|
21,039
|
|
|
18,644
|
|
|||||
Common distributions paid
|
|
$
|
3.32
|
|
|
$
|
3.18
|
|
|
$
|
3.09
|
|
|
$
|
3.06
|
|
|
$
|
3.00
|
|
BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate assets, before depreciation
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
|
$
|
1,576,214
|
|
|
$
|
1,507,870
|
|
|
$
|
1,399,755
|
|
Total assets
|
|
1,671,951
|
|
|
1,621,463
|
|
|
1,216,476
|
|
|
1,178,500
|
|
|
1,121,639
|
|
|||||
Debt
|
|
1,093,537
|
|
|
1,025,542
|
|
|
714,616
|
|
|
584,611
|
|
|
786,863
|
|
|||||
Total equity
|
|
513,875
|
|
|
528,432
|
|
|
421,895
|
|
|
521,063
|
|
|
265,903
|
|
|||||
CASH FLOW DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
165,753
|
|
|
$
|
136,053
|
|
|
$
|
118,466
|
|
|
$
|
127,269
|
|
|
$
|
96,964
|
|
Investing activities
|
|
$
|
(147,909
|
)
|
|
$
|
(361,076
|
)
|
|
$
|
(86,853
|
)
|
|
$
|
(76,228
|
)
|
|
$
|
(133,483
|
)
|
Financing activities
|
|
$
|
(15,415
|
)
|
|
$
|
227,218
|
|
|
$
|
(29,156
|
)
|
|
$
|
(52,779
|
)
|
|
$
|
39,078
|
|
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Leasable Area Open:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
10,737
|
|
|
10,724
|
|
|
9,190
|
|
|
9,216
|
|
|
8,820
|
|
|||||
Partially-owned (unconsolidated)
|
|
2,156
|
|
|
1,110
|
|
|
948
|
|
|
950
|
|
|
1,352
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of outlet centers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated
|
|
36
|
|
|
36
|
|
|
31
|
|
|
31
|
|
|
30
|
|
|||||
Partially-owned (unconsolidated)
|
|
7
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
3
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
Center
|
|
Date Acquired/Open/Disposed/Demolished
|
|
Purchase Price (in millions)
|
|
Square Feet (in thousands)
|
|
Centers
|
|
States
|
|||||
As of January 1, 2010
|
|
|
|
|
|
9,216
|
|
|
31
|
|
|
21
|
|
||
New development:
|
|
|
|
|
|
|
|
|
|
|
|||||
Mebane, NC
|
|
November 2010
|
|
|
|
319
|
|
|
1
|
|
|
—
|
|
||
Disposition:
|
|
|
|
|
|
|
|
|
|
|
|||||
Commerce I, GA
|
|
July 2010
|
|
|
|
(186
|
)
|
|
(1
|
)
|
|
—
|
|
||
Demolition:
|
|
|
|
|
|
|
|
|
|
|
|||||
Hilton Head I, SC
|
|
First quarter 2010
|
|
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
||
Other
|
|
|
|
|
|
3
|
|
|
|
|
|
||||
As of December 31, 2010
|
|
|
|
|
|
9,190
|
|
|
31
|
|
|
21
|
|
||
Redevelopment:
|
|
|
|
|
|
|
|
|
|
|
|||||
Hilton Head I, SC
|
|
March 2011
|
|
|
|
177
|
|
|
1
|
|
|
—
|
|
||
Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|||||
Jeffersonville, OH
|
|
June 2011
|
|
$
|
134.0
|
|
|
410
|
|
|
1
|
|
|
1
|
|
Atlantic City, NJ and Ocean City, MD
(1)
|
|
July 2011
|
|
$
|
200.3
|
|
|
689
|
|
|
2
|
|
|
2
|
|
Hershey, PA
(2)
|
|
September 2011
|
|
$
|
49.8
|
|
|
247
|
|
|
1
|
|
|
—
|
|
Other
|
|
|
|
|
|
11
|
|
|
|
|
|
||||
As of December 31, 2011
|
|
|
|
|
|
10,724
|
|
|
36
|
|
|
24
|
|
||
Expansion:
|
|
|
|
|
|
|
|
|
|
|
|||||
Locust Grove, GA
|
|
Second quarter 2012
|
|
|
|
26
|
|
|
—
|
|
|
—
|
|
||
Other
|
|
|
|
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
As of December 31, 2012
|
|
|
|
|
|
10,737
|
|
|
36
|
|
|
24
|
|
|
2012
|
||||||||||||||
|
# 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
|
136
|
|
450,000
|
|
$
|
31.72
|
|
$
|
42.25
|
|
8.57
|
|
$
|
26.79
|
|
Renewal
|
322
|
|
1,536,000
|
|
$
|
21.75
|
|
$
|
0.04
|
|
4.56
|
|
$
|
21.74
|
|
|
|
|
|
|
|
|
|||||||||
|
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
|
156
|
|
548,000
|
|
$
|
28.24
|
|
$
|
33.79
|
|
8.17
|
|
$
|
24.10
|
|
Renewal
|
307
|
|
1,459,000
|
|
$
|
20.54
|
|
$
|
1.33
|
|
4.57
|
|
$
|
20.25
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
199,129
|
|
|
$
|
190,423
|
|
|
$
|
8,706
|
|
Base rentals from new developments
|
|
3,947
|
|
|
2,601
|
|
|
1,346
|
|
|||
Base rentals from acquisitions
|
|
30,477
|
|
|
13,408
|
|
|
17,069
|
|
|||
Termination fees
|
|
877
|
|
|
508
|
|
|
369
|
|
|||
Amortization of net above and below market rent adjustments
|
|
803
|
|
|
697
|
|
|
106
|
|
|||
|
|
$
|
235,233
|
|
|
$
|
207,637
|
|
|
$
|
27,596
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
9,325
|
|
|
$
|
8,495
|
|
|
$
|
830
|
|
Percentage rentals from new developments
|
|
248
|
|
|
66
|
|
|
182
|
|
|||
Percentage rentals from acquisitions
|
|
1,599
|
|
|
523
|
|
|
1,076
|
|
|||
|
|
$
|
11,172
|
|
|
$
|
9,084
|
|
|
$
|
2,088
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Expense reimbursements from existing properties
|
|
$
|
86,583
|
|
|
$
|
83,800
|
|
|
$
|
2,783
|
|
Expense reimbursements from new developments
|
|
1,532
|
|
|
1,172
|
|
|
360
|
|
|||
Expense reimbursements from acquisitions
|
|
11,681
|
|
|
4,397
|
|
|
7,284
|
|
|||
Termination fees allocated to expense reimbursements
|
|
278
|
|
|
251
|
|
|
27
|
|
|||
|
|
$
|
100,074
|
|
|
$
|
89,620
|
|
|
$
|
10,454
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Other income from existing properties
|
|
$
|
6,997
|
|
|
$
|
6,570
|
|
|
$
|
427
|
|
Fees recognized from unconsolidated joint ventures
|
|
3,042
|
|
|
2,121
|
|
|
921
|
|
|||
Other income from new developments
|
|
73
|
|
|
50
|
|
|
23
|
|
|||
Other income from acquisitions
|
|
406
|
|
|
141
|
|
|
265
|
|
|||
|
|
$
|
10,518
|
|
|
$
|
8,882
|
|
|
$
|
1,636
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
94,048
|
|
|
$
|
93,184
|
|
|
$
|
864
|
|
Property operating expenses from new developments
|
|
1,740
|
|
|
1,496
|
|
|
244
|
|
|||
Property operating expenses from acquisitions
|
|
15,372
|
|
|
5,566
|
|
|
9,806
|
|
|||
|
|
$
|
111,160
|
|
|
$
|
100,246
|
|
|
$
|
10,914
|
|
|
|
2012
|
|
2011
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
68,374
|
|
|
$
|
70,860
|
|
|
$
|
(2,486
|
)
|
Depreciation and amortization from new developments
|
|
2,092
|
|
|
1,090
|
|
|
1,002
|
|
|||
Depreciation and amortization from acquisitions
|
|
28,217
|
|
|
12,065
|
|
|
16,152
|
|
|||
|
|
$
|
98,683
|
|
|
$
|
84,015
|
|
|
$
|
14,668
|
|
|
|
2011
|
|
2010
|
|
Increase/
(Decrease)
|
||||||
Base rentals from existing properties
|
|
$
|
183,662
|
|
|
$
|
175,165
|
|
|
$
|
8,497
|
|
Base rentals from new developments
|
|
9,418
|
|
|
2,153
|
|
|
7,265
|
|
|||
Base rentals from acquisitions
|
|
13,352
|
|
|
—
|
|
|
13,352
|
|
|||
Termination fees
|
|
508
|
|
|
907
|
|
|
(399
|
)
|
|||
Amortization of net above and below market rent adjustments
|
|
697
|
|
|
751
|
|
|
(54
|
)
|
|||
|
|
$
|
207,637
|
|
|
$
|
178,976
|
|
|
$
|
28,661
|
|
|
|
2011
|
|
2010
|
|
Increase/
(Decrease)
|
||||||
Percentage rentals from existing properties
|
|
$
|
8,022
|
|
|
$
|
7,884
|
|
|
$
|
138
|
|
Percentage rentals from new developments
|
|
539
|
|
|
30
|
|
|
509
|
|
|||
Percentage rentals from acquisitions
|
|
523
|
|
|
—
|
|
|
523
|
|
|||
|
|
$
|
9,084
|
|
|
$
|
7,914
|
|
|
$
|
1,170
|
|
|
|
2011
|
|
2010
|
|
Increase/
(Decrease)
|
||||||
Expense reimburesments from existing properties
|
|
$
|
81,297
|
|
|
$
|
79,051
|
|
|
$
|
2,246
|
|
Expense reimbursements from new developments
|
|
3,675
|
|
|
1,126
|
|
|
2,549
|
|
|||
Expense reimbursements from acquisitions
|
|
4,397
|
|
|
—
|
|
|
4,397
|
|
|||
Termination fees allocated to expense reimbursements
|
|
251
|
|
|
450
|
|
|
(199
|
)
|
|||
|
|
$
|
89,620
|
|
|
$
|
80,627
|
|
|
$
|
8,993
|
|
|
|
2011
|
|
2010
|
|
Increase/
(Decrease)
|
||||||
Property operating expenses from existing properties
|
|
$
|
90,394
|
|
|
$
|
89,942
|
|
|
$
|
452
|
|
Property operating expenses from new developments
|
|
4,286
|
|
|
2,257
|
|
|
2,029
|
|
|||
Property operating expenses from acquisitions
|
|
5,566
|
|
|
—
|
|
|
5,566
|
|
|||
Demolition costs related to the redevelopment of Hilton Head I, SC center
|
|
—
|
|
|
699
|
|
|
(699
|
)
|
|||
|
|
$
|
100,246
|
|
|
$
|
92,898
|
|
|
$
|
7,348
|
|
|
|
2011
|
|
2010
|
|
Increase/
(Decrease)
|
||||||
Depreciation and amortization from existing properties
|
|
$
|
67,708
|
|
|
$
|
68,350
|
|
|
$
|
(642
|
)
|
Depreciation and amortization from new developments
|
|
4,242
|
|
|
388
|
|
|
3,854
|
|
|||
Depreciation and amortization from acquisitions
|
|
12,065
|
|
|
—
|
|
|
12,065
|
|
|||
Accelerated depreciation and amortization related to the redevelopment of the Hilton Head I, SC outlet center
|
|
—
|
|
|
9,301
|
|
|
(9,301
|
)
|
|||
|
|
$
|
84,015
|
|
|
$
|
78,039
|
|
|
$
|
5,976
|
|
|
|
2012
|
|
2011
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
165,753
|
|
|
$
|
136,053
|
|
|
$
|
29,700
|
|
Net cash used in investing activities
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|
213,167
|
|
|||
Net cash provided by (used in) financing activities
|
|
(15,415
|
)
|
|
227,218
|
|
|
(242,633
|
)
|
|||
Net increase in cash and cash equivalents
|
|
$
|
2,429
|
|
|
$
|
2,195
|
|
|
$
|
234
|
|
|
|
2012
|
|
2011
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New center developments
|
|
$
|
5,525
|
|
|
$
|
4,579
|
|
|
$
|
946
|
|
Center redevelopment
|
|
392
|
|
|
9,606
|
|
|
(9,214
|
)
|
|||
Major center renovations
|
|
10,129
|
|
|
6,315
|
|
|
3,814
|
|
|||
Second generation tenant allowances
|
|
10,794
|
|
|
11,367
|
|
|
(573
|
)
|
|||
Other capital expenditures
|
|
7,871
|
|
|
10,272
|
|
|
(2,401
|
)
|
|||
|
|
34,711
|
|
|
42,139
|
|
|
(7,428
|
)
|
|||
|
|
|
|
|
|
|
||||||
Conversion from accrual to cash basis
|
|
6,572
|
|
|
18,175
|
|
|
(11,603
|
)
|
|||
Additions to rental property-cash basis
|
|
$
|
41,283
|
|
|
$
|
60,314
|
|
|
$
|
(19,031
|
)
|
•
|
New center development expenditures, which includes first generation tenant allowances, included expansions to our centers in Gonzales, Louisiana and Locust Grove, Georgia in the 2012 period. The 2011 period included our new center in Mebane, North Carolina, and expansions to our centers in Charleston, South Carolina and Locust Grove, Georgia.
|
•
|
Center redevelopment relates to our Hilton Head I, South Carolina center which re-opened in March 2011.
|
•
|
Major center renovations increased in the 2012 period due to our on-going renovation efforts at the centers acquired during the second and third quarters of 2011.
|
Contractual Obligations
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter
|
|
Total
|
||||||||||||||
Debt
(1)
|
|
$
|
4,633
|
|
|
$
|
3,599
|
|
|
$
|
460,645
|
|
|
$
|
30,279
|
|
|
$
|
3,004
|
|
|
$
|
587,529
|
|
|
$
|
1,089,689
|
|
Interest payment
(2)
|
|
48,358
|
|
|
48,149
|
|
|
45,186
|
|
|
26,255
|
|
|
25,923
|
|
|
62,317
|
|
|
256,188
|
|
|||||||
Operating leases
|
|
5,329
|
|
|
4,943
|
|
|
4,671
|
|
|
4,566
|
|
|
4,553
|
|
|
264,796
|
|
|
288,858
|
|
|||||||
|
|
$
|
58,320
|
|
|
$
|
56,691
|
|
|
$
|
510,502
|
|
|
$
|
61,100
|
|
|
$
|
33,480
|
|
|
$
|
914,642
|
|
|
$
|
1,634,735
|
|
(1)
|
These amounts represent total future cash payments related to debt obligations outstanding as of
December 31, 2012
.
|
(2)
|
These amounts represent future interest payments related to our debt obligations based on the fixed and variable interest rates specified in the associated debt agreements. All of our variable rate debt agreements are based on the one month LIBOR rate, thus for purposes of calculating future interest amounts on variable interest rate debt, the one month LIBOR rate as of
December 31, 2012
was used.
|
Senior unsecured notes financial covenants
(1)
|
|
Required
|
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
|
< 60%
|
|
47
|
%
|
Total secured debt to adjusted total assets
|
|
< 40%
|
|
5
|
%
|
Total unencumbered assets to unsecured debt
|
|
> 135%
|
|
197
|
%
|
(1)
|
For a complete listing of all debt covenants related to our senior unsecured notes, as well as definitions of the above terms, refer to our applicable supplemental indenture filing with the SEC.
|
Joint Venture
|
|
Center Location
|
|
Ownership %
|
|
Square Feet
|
|
Carrying Value of Investment (in millions)
|
||||
Deer Park
|
|
Deer Park, Long Island NY
|
|
33.3
|
%
|
|
741,981
|
|
|
$
|
3.0
|
|
|
|
|
|
|
|
|
|
|
||||
Deer Park Warehouse
|
|
Deer Park, Long Island NY
|
|
33.3
|
%
|
|
29,253
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
%
|
|
352,705
|
|
|
36.7
|
|
|
|
|
|
|
|
|
|
|
|
||||
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
%
|
|
—
|
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
||||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
434,562
|
|
|
62.2
|
|
|
|
|
|
|
|
|
|
|
|
||||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
332,234
|
|
|
19.1
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
%
|
|
265,086
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other
|
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
126.6
|
|
Joint Venture
|
|
Total Joint Venture Debt
|
|
Maturity Date
|
|
Interest Rate
|
||
Deer Park
|
|
$
|
246.9
|
|
|
May 2014
|
|
LIBOR + 3.50% to 5.00%
|
Deer Park Warehouse
|
|
$
|
1.9
|
|
|
May 2011
|
|
Prime + 5.5%
|
RioCan Canada
|
|
$
|
20.1
|
|
|
June 2015 and May 2020
|
|
5.10% to 5.75%
|
Westgate
|
|
$
|
32.0
|
|
|
June 2015
|
|
LIBOR + 1.75%
|
Wisconsin Dells
|
|
$
|
24.3
|
|
|
December 2022
|
|
LIBOR + 2.25%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Development
|
|
$
|
427
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loan guarantee
|
|
80
|
|
|
—
|
|
|
—
|
|
|||
Management and leasing
|
|
2,102
|
|
|
1,958
|
|
|
1,927
|
|
|||
Marketing
|
|
433
|
|
|
163
|
|
|
154
|
|
|||
Total Fees
|
|
$
|
3,042
|
|
|
$
|
2,121
|
|
|
$
|
2,081
|
|
•
|
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.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Funds from Operations:
|
|
|
|
|
|
|
||||||
Net income
(1)
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
|
$
|
38,244
|
|
Adjusted for:
|
|
|
|
|
|
|
||||||
Depreciation and amortization uniquely significant to real estate - discontinued operations
|
|
—
|
|
|
—
|
|
|
87
|
|
|||
Depreciation and amortization uniquely significant to real estate - consolidated
|
|
97,760
|
|
|
83,275
|
|
|
77,526
|
|
|||
Depreciation and amortization uniquely significant to real estate - unconsolidated joint ventures
|
|
8,105
|
|
|
5,175
|
|
|
5,146
|
|
|||
Impairment charges - consolidated properties
|
|
—
|
|
|
—
|
|
|
846
|
|
|||
Impairment charges - unconsolidated joint ventures
|
|
140
|
|
|
300
|
|
|
—
|
|
|||
Funds from operations
(1)
|
|
162,481
|
|
|
139,739
|
|
|
121,849
|
|
|||
Preferred share dividends
|
|
—
|
|
|
—
|
|
|
(5,297
|
)
|
|||
Original issuance costs related to redeemed preferred shares
|
|
—
|
|
|
—
|
|
|
(2,539
|
)
|
|||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(26
|
)
|
|
(37
|
)
|
|
—
|
|
|||
Allocation of FFO to participating securities
|
|
(1,576
|
)
|
|
(1,240
|
)
|
|
(939
|
)
|
|||
Funds from operations available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
160,879
|
|
|
$
|
138,462
|
|
|
$
|
113,074
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
(2) (3)
|
|
98,605
|
|
|
96,021
|
|
|
92,523
|
|
|||
Dilutive funds from operations per share
|
|
$
|
1.63
|
|
|
$
|
1.44
|
|
|
$
|
1.22
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
||||||
Weighted average Operating Partnership units outstanding
(2)
|
|
24,651
|
|
|
24,005
|
|
|
23,131
|
|
|||
Dilutive funds from operations per unit
|
|
$
|
6.53
|
|
|
$
|
5.77
|
|
|
$
|
4.89
|
|
(1)
|
The year ended December 31, 2010 includes gains on sales of outparcels of land of $161,000.
|
(2)
|
Includes the dilutive effect of options, notional units and exchangeable notes.
|
(3)
|
Assumes the partnership units of the Operating Partnership held by the noncontrolling interest are converted to 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.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Adjusted Funds from Operations:
|
|
|
|
|
|
|
||||||
Funds from operations
(1)
|
|
$
|
162,481
|
|
|
$
|
139,739
|
|
|
$
|
121,849
|
|
Adjusted for non-core items:
|
|
|
|
|
|
|
||||||
Loss on termination of derivatives
|
|
—
|
|
|
—
|
|
|
6,142
|
|
|||
Acquisition Costs
|
|
117
|
|
|
2,736
|
|
|
82
|
|
|||
Abandoned development costs
|
|
—
|
|
|
158
|
|
|
365
|
|
|||
Demolition costs Hilton Head I, South Carolina
|
|
—
|
|
|
—
|
|
|
699
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
563
|
|
|||
Gain on sale of outparcel
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|||
AFFO adjustments from unconsolidated joint ventures
(2)
|
|
1,370
|
|
|
—
|
|
|
—
|
|
|||
Adjusted funds from operations (AFFO)
|
|
163,968
|
|
|
142,633
|
|
|
129,539
|
|
|||
Preferred share dividends
|
|
—
|
|
|
—
|
|
|
(5,297
|
)
|
|||
AFFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(26
|
)
|
|
(37
|
)
|
|
—
|
|
|||
Allocation of AFFO to participating securities
|
|
(1,590
|
)
|
|
(1,266
|
)
|
|
(1,022
|
)
|
|||
Adjusted funds from operations available to common shareholders and noncontrolling interest in Operating Partnership
|
|
$
|
162,352
|
|
|
$
|
141,330
|
|
|
$
|
123,220
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
(3) (4)
|
|
98,605
|
|
|
96,021
|
|
|
92,523
|
|
|||
Dilutive adjusted funds from operations per share
|
|
$
|
1.65
|
|
|
$
|
1.47
|
|
|
$
|
1.33
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
||||||
Weighted average Operating Partnership units outstanding
(3)
|
|
24,651
|
|
|
24,005
|
|
|
23,131
|
|
|||
Dilutive adjusted funds from operations per unit
|
|
$
|
6.59
|
|
|
$
|
5.89
|
|
|
$
|
5.33
|
|
(1)
|
The year ended December 31, 2010 includes gains on sales of outparcels of land of $161,000.
|
(2)
|
Includes our share of acquisition costs, abandoned development costs and gain on early extinguishment of debt.
|
(3)
|
Includes the dilutive effect of options, notional units and exchangeable notes.
|
(4)
|
Assumes the partnership units of the Operating Partnership held by the noncontrolling interest are converted to common shares of the Company.
|
|
|
2012
|
|
2011
|
||||
Same Center Net Operating Income
|
|
|
|
|
||||
Income before equity in losses of unconsolidated joint ventures and discontinued operations
|
|
$
|
59,771
|
|
|
$
|
52,554
|
|
Interest expense
|
|
49,814
|
|
|
45,382
|
|
||
Operating income
|
|
109,585
|
|
|
97,936
|
|
||
Adjusted to exclude:
|
|
|
|
|
||||
Depreciation and amortization
|
|
98,683
|
|
|
84,015
|
|
||
Abandoned development costs
|
|
—
|
|
|
158
|
|
||
Acquisition costs
|
|
117
|
|
|
2,736
|
|
||
General and administrative expenses
|
|
37,452
|
|
|
30,132
|
|
||
Property net operating income
|
|
245,837
|
|
|
214,977
|
|
||
Less: non-cash adjustments and termination rents
(1)
|
|
(5,744
|
)
|
|
(5,427
|
)
|
||
Property net operating income - cash basis
|
|
240,093
|
|
|
209,550
|
|
||
Less: non-same center and other NOI
|
|
(44,136
|
)
|
|
(24,684
|
)
|
||
Total same center NOI - cash basis
|
|
$
|
195,957
|
|
|
$
|
184,866
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
(a)
|
Evaluation of disclosure control procedures.
|
(b)
|
Management's report on internal control over financial reporting.
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
(c)
|
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended
December 31, 2012
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
(a)
|
Evaluation of disclosure control procedures.
|
(b)
|
Management's report on internal control over financial reporting.
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Operating Partnership;
|
(2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and trustees of the Operating Partnership; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Operating Partnership's assets that could have a material effect on the financial statements.
|
(c)
|
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter ended
December 31, 2012
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
|
(1)
|
Includes 1,176,000 restricted common shares, the maximum amount of restricted common shares that may be issued under the 2010 Multi-Year Performance Plan. Under the Plan, the Company issued 392,000 notional units, net of notional units forfeited, which will convert into restricted common shares on a one-for one basis, one-for two basis, or one-for-three basis depending upon the amount by which the Company's common shares appreciate above a minimum level over a four year performance period ending December 31, 2013. The weighted average exercise price in column (b) does not take these awards into account.
|
Plan Category
|
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) |
|
(b)
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
|
(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
||||
Equity compensation plans approved by security holders
|
|
347,950
|
|
|
$
|
88.64
|
|
|
886,355
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
347,950
|
|
|
$
|
88.64
|
|
|
886,355
|
|
(1)
|
Includes 294,000 restricted common units, the maximum amount of restricted common units that may be issued under the 2010 Multi-Year Performance Plan. Under the Plan, the Company issued 392,000 notional units, net of notional units forfeited, which will convert into restricted common shares of the Company on a one-for one basis, one-for two basis, or one-for-three basis depending upon the amount by which the Company's common shares appreciate above a minimum level over a four year performance period ending December 31, 2013. The Operating Partnership will issue one unit of partnership interest for every four restricted shares issued by the Company. The weighted average exercise price in column (b) does not take these awards into account.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Report of Independent Registered Public Accounting Firm (Tanger Factory Outlet Centers, Inc.)
|
|
Report of Independent Registered Public Accounting Firm (Tanger Properties Limited Partnership)
|
|
|
|
Financial Statements of Tanger Factory Outlet Centers, Inc.
|
|
Consolidated Balance Sheets - December 31, 2012 and 2011
|
|
Consolidated Statements of Operations - Years Ended December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Shareholders' Equity - Years Ended December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Cash Flows - Years Ended December 31, 2012, 2011 and 2010
|
|
|
|
Financial Statements of Tanger Properties Limited Partnership
|
|
Consolidated Balance Sheets-December 31, 2012 and 2011
|
|
Consolidated Statements of Operations- Years Ended December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Comprehensive Income - Years Ended December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Equity- Years Ended December 31, 2012, 2011 and 2010
|
|
Consolidated Statements of Cash Flows- Years Ended December 31, 2012, 2011 and 2010
|
|
Notes to Consolidated Financial Statements (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership
|
Schedule III
|
|
Real Estate and Accumulated Depreciation
|
3.
|
Exhibits
|
Exhibit No.
|
|
Description
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Company. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.)
|
|
|
|
3.1A
|
|
Amendment to Amended and Restated Articles of Incorporation dated May 29, 1996. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.)
|
|
|
|
3.1B
|
|
Amendment to Amended and Restated Articles of Incorporation dated August 20, 1998. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1998.)
|
|
|
|
3.1C
|
|
Amendment to Amended and Restated Articles of Incorporation dated September 30, 1999. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)
|
|
|
|
3.1D
|
|
Amendment to Amended and Restated Articles of Incorporation dated November 10, 2005. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated November 11, 2005.)
|
|
|
|
3.1E
|
|
Amendment to Amended and Restated Articles of Incorporation dated June 13, 2007. (Incorporated by reference to the exhibits of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.)
|
|
|
|
3.1F
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation dated August 27, 2008. (Incorporated by reference to the exhibits of the Company's current report on Form 8-K dated August 27, 2008).
|
|
|
|
3.1G
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc. dated May 13, 2011. (Incorporated by reference to the exhibits of the Company's and Operating Partnership's Report on Form 10-Q for the quarter ended June 30, 2011.)
|
|
|
|
3.1 H
|
|
Articles of Amendment to Amended and Restated Articles of Incorporation of Tanger Factory Outlet Centers, Inc., dated May 24, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
|
|
|
|
3.2
|
|
By-laws of Tanger Factory Outlet Centers, Inc. restated to reflect all amendments through May 18, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Form S-3 dated June 7, 2012.)
|
|
|
|
3.3
|
|
Amended and Restated Agreement of Limited Partnership for Tanger Properties Limited Partnership dated November 11, 2005. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated November 21, 2005.)
|
|
|
|
4.1
|
|
Form of Senior Indenture. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
|
|
|
|
4.1A
|
|
Form of First Supplemental Indenture (to Senior Indenture). (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated March 6, 1996.)
|
|
|
|
4.1B
|
|
Form of Second Supplemental Indenture (to Senior Indenture) dated October 24, 1997 among Tanger Properties Limited Partnership, Tanger Factory Outlet Centers, Inc. and State Street Bank & Trust Company. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated October 24, 1997.)
|
|
|
|
4.1C
|
|
Form of Third Supplemental Indenture (to Senior Indenture) dated February 15, 2001. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated February 16, 2001.)
|
|
|
|
4.1D
|
|
Form of Fourth Supplemental Indenture (to Senior Indenture) dated November 5, 2005. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2006.)
|
|
|
|
4.1E
|
|
Form of Fifth Supplemental Indenture (to Senior Indenture) dated August 16, 2006. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2006.)
|
|
|
|
4.1F
|
|
Form of Sixth Supplemental Indenture (to Senior Indenture) dated July 2, 2009. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-3 filed on July 2, 2009.)
|
|
|
|
4.1G
|
|
Form of Seventh Supplemental Indenture (to Senior Indenture) dated June 7, 2010. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report of Form 8-K dated June 7, 2010.)
|
|
|
|
10.1 *
|
|
Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership, effective December 29, 2008. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 20, 2009.)
|
|
|
|
10.1A *
|
|
Amendment to the Amended and Restated Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership, dated May 14, 2010. (Incorporated by reference to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.)
|
|
|
|
10.2 *
|
|
Form of Stock Option Agreement between the Company and certain Directors. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.)
|
10.3 *
|
|
Form of Unit Option Agreement between the Operating Partnership and certain employees. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.)
|
|
|
|
10.4 *
|
|
Form of Non-Qualified Share Option Agreement between Tanger Factory Outlet Centers, Inc., Tanger Properties Limited Partnership and certain employees. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.)
|
|
|
|
10.5 *
|
|
Amended and Restated Employment Agreement of Steven B. Tanger dated February 28, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated February 29, 2012.)
|
|
|
|
10.6 *
|
|
Amended and Restated Employment Agreement for Frank C. Marchisello, Jr., as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 31, 2008.)
|
|
|
|
10.7 *
|
|
Amended and Restated Employment Agreement for Lisa J. Morrison, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 31, 2008.)
|
|
|
|
10.8 *
|
|
Amended and Restated Employment Agreement for Carrie A. Geldner, as of December 29, 2008. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2009.)
|
|
|
|
10.9 *
|
|
Employment Agreement for Chad D. Perry, dated as of December 12, 2011. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.)
|
|
|
|
10.10 *
|
|
Employment Agreement for Thomas E. McDonough, dated August 23, 2010. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on form 8-K dated August 23, 2010.)
|
|
|
|
10.11 *
|
|
Amended and Restated Employment Agreement for James F. Williams, as of December 29, 2008.
|
|
|
|
10.12 *
|
|
Amended and Restated Employment Agreement for Virginia R. Summerell, as of December 29, 2008.
|
|
|
|
10.13 *
|
|
Employment Agreement for Manuel O. Jessup, dated October 5, 2012.
|
|
|
|
10.14
|
|
Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.14A
|
|
Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.)
|
|
|
|
10.14B
|
|
Second Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated September 4, 2002. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
|
|
|
|
10.14C
|
|
Third Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated December 5, 2003. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.)
|
|
|
|
10.14D
|
|
Fourth Amendment to Registration Rights Agreement among the Company, the Tanger Family Limited Partnership and Stanley K. Tanger dated August 8, 2006. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-3, dated August 9, 2006.)
|
|
|
|
10.14E
|
|
Fifth Amendment to Registration Rights Agreement among the Company, The Tanger Family Limited Partnership and Stanley K. Tanger dated August 10, 2009. (Incorporated by reference to exhibits to the Company's Current Report on Form 8-K dated August 14, 2009.)
|
|
|
|
10.15
|
|
Agreement Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.16
|
|
Assignment and Assumption Agreement among Stanley K. Tanger, Stanley K. Tanger & Company, the Tanger Family Limited Partnership, the Operating Partnership and the Company. (Incorporated by reference to the exhibits to the Company's Registration Statement on Form S-11 filed May 27, 1993, as amended.)
|
|
|
|
10.17
|
|
COROC Holdings, LLC Limited Liability Company Agreement dated October 3, 2003. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 8, 2003.)
|
|
|
|
10.18
|
|
Form of Shopping Center Management Agreement between owners of COROC Holdings, LLC and Tanger Properties Limited Partnership. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated December 8, 2003.)
|
|
|
|
10.19 *
|
|
Form of Restricted Share Agreement between the Company and certain Officers. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)
|
10.20 *
|
|
Form of Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting. (Incorporated by reference to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)
|
|
|
|
10.20A *
|
|
Form of Amendment to Restricted Share Agreement between the Company and certain Officers with certain performance criteria vesting. (Incorporated by reference to the exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.)
|
|
|
|
10.21 *
|
|
Form of Restricted Share Agreement between the Company and certain Directors. (Incorporated by reference to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.)
|
|
|
|
10.22 *
|
|
Restricted Share Agreement between the Company and Steven. B. Tanger dated February 28, 2012. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.)
|
|
|
|
10.23 *
|
|
Form of Tanger Factory Outlet Centers, Inc. Notional Unit Award Agreement between the Company and certain Officers. (Incorporated by reference to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.)
|
|
|
|
10.24 *
|
|
Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership.
|
|
|
|
10.25
|
|
Purchase Agreement between Tanger Factory Outlet Centers, Inc. and Cohen & Steers Capital Management, Inc. relating to a registered direct offering of 3,000,000 of the Company's common shares dated August 30, 2005. (Incorporated by reference to the exhibits to the Company's Current Report on Form 8-K dated August 30, 2005.)
|
|
|
|
10.26
|
|
Credit Agreement, dated as of November 29, 2010, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, successor by merger to Banc of America Securities LLC, and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, Wells Fargo Bank, National Association, as Syndication Agent, and Branch Banking and Trust Company, SunTrust Bank and U.S. Bank National Association, as Documentation Agents. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated December 3, 2010.)
|
|
|
|
10.27
|
|
Amended and Restated Credit Agreement, dated as of November 10, 2011, among Tanger Properties Limited Partnership, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto, Bank of America Merrill Lynch, Well Fargo Securities, LLC, and US Bank National Association, as Joint Bookrunners and Joint Lead Arrangers, Well Fargo Bank, National Association, as Syndication Agent, US Bank National Association, as Syndication Agent, Suntrust Bank, as Documentation Agent and Branch Banking and Trust Company, as Documentation Agent. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated November 15, 2011.)
|
|
|
|
10.28
|
|
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's and Operating Partnership's Current Report on Form 8-K dated June 27, 2011.)
|
|
|
|
10.29
|
|
Term loan credit agreement dated February 24, 2012 between Tanger Properties Limited Partnership and Wells Fargo Bank, National Assocation, as Adminstrative Agent, Wells Fargo Bank Securities, LLC, SunTrust Robinson Humphrey, Inc.m and PNC Capital MArkets LLC, as Joint Lead Arrangers, SunTrust Bank and PNC Bank, National Association, as Co-Syndication Agents, Regions Bank, as Documentation Agent and Wells Fargo Securities, LLC, as Sole Bookrunner. (Incorporated by reference to the exhibits to the Company's and Operating Partnership's Current Report on Form 8-K dated February 29, 2012.)
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Dividends
|
|
|
|
12.2
|
|
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Distributions
|
|
|
|
21.1
|
|
List of Subsidiaries of the Company.
|
|
|
|
21.2
|
|
List of Subsidiaries of the Operating Partnership.
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
31.1
|
|
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.2
|
|
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
31.3
|
|
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
31.4
|
|
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
32.1
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. 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.
|
|
|
|
101.1
|
|
The following Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership financial information for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Other Comprehensive Income (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.
|
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Non-Executive Chairman of the Board of Directors
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Frank C. Marchisello Jr.
|
|
|
|
|
Frank C. Marchisello Jr.
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Jack Africk
|
|
|
|
|
Jack Africk
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Bridget Ryan Berman
|
|
|
|
|
Bridget Ryan Berman
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Donald G. Drapkin
|
|
|
|
|
Donald G. Drapkin
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Director
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Director
|
|
February 27, 2013
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
|
|
|
By:
|
Tanger GP Trust, its sole general partner
|
|
|
|
|
By:
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
|
|
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Steven B. Tanger
|
|
|
|
|
Steven B. Tanger
|
|
Chairman of the Board of Trustees, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Frank C. Marchisello Jr.
|
|
|
|
|
Frank C. Marchisello Jr.
|
|
Vice President and Treasurer (Principal Financial and Accounting Officer)
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Jack Africk
|
|
|
|
|
Jack Africk
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ William G. Benton
|
|
|
|
|
William G. Benton
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Bridget Ryan Berman
|
|
|
|
|
Bridget Ryan Berman
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Donald G. Drapkin
|
|
|
|
|
Donald G. Drapkin
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Thomas J. Reddin
|
|
|
|
|
Thomas J. Reddin
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Thomas E. Robinson
|
|
|
|
|
Thomas E. Robinson
|
|
Trustee
|
|
February 27, 2013
|
|
|
|
|
|
/s/ Allan L. Schuman
|
|
|
|
|
Allan L. Schuman
|
|
Trustee
|
|
February 27, 2013
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
||||
Land
|
|
$
|
148,002
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
1,796,042
|
|
|
1,764,494
|
|
||
Construction in progress
|
|
3,308
|
|
|
3,549
|
|
||
|
|
1,947,352
|
|
|
1,916,045
|
|
||
Accumulated depreciation
|
|
(582,859
|
)
|
|
(512,485
|
)
|
||
Total rental property, net
|
|
1,364,493
|
|
|
1,403,560
|
|
||
Cash and cash equivalents
|
|
10,335
|
|
|
7,894
|
|
||
Investments in unconsolidated joint ventures
|
|
126,632
|
|
|
28,481
|
|
||
Deferred lease costs and other intangibles, net
|
|
101,040
|
|
|
120,636
|
|
||
Deferred debt origination costs, net
|
|
9,083
|
|
|
8,861
|
|
||
Prepaids and other assets
|
|
60,842
|
|
|
52,383
|
|
||
Total assets
|
|
$
|
1,672,425
|
|
|
$
|
1,621,815
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $1,967 and $2,237, respectively)
|
|
$
|
548,033
|
|
|
$
|
547,763
|
|
Unsecured term loans (net of discount of $547 and $692, respectively)
|
|
259,453
|
|
|
9,308
|
|
||
Mortgages payable (including premiums of $6,362 and $7,434, respectively)
|
|
107,745
|
|
|
111,379
|
|
||
Unsecured lines of credit
|
|
178,306
|
|
|
357,092
|
|
||
Total debt
|
|
1,093,537
|
|
|
1,025,542
|
|
||
Construction trade payables
|
|
7,084
|
|
|
13,656
|
|
||
Accounts payable and accrued expenses
|
|
41,149
|
|
|
37,757
|
|
||
Other liabilities
|
|
16,780
|
|
|
16,428
|
|
||
Total liabilities
|
|
1,158,550
|
|
|
1,093,383
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
||||
Common shares, $.01 par value, 300,000,000 authorized, 94,061,384 and 86,727,656 shares issued and outstanding at December 31, 2012 and 2011, respectively
|
|
941
|
|
|
867
|
|
||
Paid in capital
|
|
766,056
|
|
|
720,073
|
|
||
Accumulated distributions in excess of net income
|
|
(285,588
|
)
|
|
(261,913
|
)
|
||
Accumulated other comprehensive income
|
|
1,200
|
|
|
1,535
|
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
482,609
|
|
|
460,562
|
|
||
Equity attributable to noncontrolling interests:
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
24,432
|
|
|
61,027
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
6,834
|
|
|
6,843
|
|
||
Total equity
|
|
513,875
|
|
|
528,432
|
|
||
Total liabilities and equity
|
|
$
|
1,672,425
|
|
|
$
|
1,621,815
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
235,233
|
|
|
$
|
207,637
|
|
|
$
|
178,976
|
|
Percentage rentals
|
|
11,172
|
|
|
9,084
|
|
|
7,914
|
|
|||
Expense reimbursements
|
|
100,074
|
|
|
89,620
|
|
|
80,627
|
|
|||
Other income
|
|
10,518
|
|
|
8,882
|
|
|
8,786
|
|
|||
Total revenues
|
|
356,997
|
|
|
315,223
|
|
|
276,303
|
|
|||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
111,160
|
|
|
100,246
|
|
|
92,898
|
|
|||
General and administrative
|
|
37,452
|
|
|
30,132
|
|
|
24,553
|
|
|||
Acquisition costs
|
|
117
|
|
|
2,736
|
|
|
82
|
|
|||
Abandoned development costs
|
|
—
|
|
|
158
|
|
|
365
|
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
735
|
|
|||
Depreciation and amortization
|
|
98,683
|
|
|
84,015
|
|
|
78,039
|
|
|||
Total expenses
|
|
247,412
|
|
|
217,287
|
|
|
196,672
|
|
|||
Operating income
|
|
109,585
|
|
|
97,936
|
|
|
79,631
|
|
|||
Interest expense
|
|
49,814
|
|
|
45,382
|
|
|
34,120
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
563
|
|
|||
Loss on termination of derivatives
|
|
—
|
|
|
—
|
|
|
6,142
|
|
|||
Income before equity in losses of unconsolidated joint ventures and discontinued operations
|
|
59,771
|
|
|
52,554
|
|
|
38,806
|
|
|||
Equity in losses of unconsolidated joint ventures
|
|
(3,295
|
)
|
|
(1,565
|
)
|
|
(464
|
)
|
|||
Income from continuing operations
|
|
56,476
|
|
|
50,989
|
|
|
38,342
|
|
|||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|||
Net income
|
|
56,476
|
|
|
50,989
|
|
|
38,244
|
|
|||
Noncontrolling interests in Operating Partnership
|
|
(3,267
|
)
|
|
(6,356
|
)
|
|
(3,995
|
)
|
|||
Noncontrolling interests in other consolidated partnerships
|
|
19
|
|
|
8
|
|
|
—
|
|
|||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
53,228
|
|
|
$
|
44,641
|
|
|
$
|
34,249
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
Net income
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
Net income
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
|
$
|
38,244
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Reclassification adjustment for amortization of gain on settlement of US treasury rate lock included in net income
|
|
(351
|
)
|
|
(331
|
)
|
|
(311
|
)
|
|||
Foreign currency translation adjustments
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for termination of derivatives
|
|
—
|
|
|
—
|
|
|
6,142
|
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
—
|
|
|
2,905
|
|
|||
Changes in fair value of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
46
|
|
|
7
|
|
|||
Other comprehensive income (loss)
|
|
(356
|
)
|
|
(285
|
)
|
|
8,743
|
|
|||
Comprehensive income
|
|
56,120
|
|
|
50,704
|
|
|
46,987
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(3,227
|
)
|
|
(6,312
|
)
|
|
(5,145
|
)
|
|||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
52,893
|
|
|
$
|
44,392
|
|
|
$
|
41,842
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
|
||||||||||||||||||||||||||||
|
|
Preferred shares
|
Common shares
|
Paid in capital
|
Distributions in excess of earnings
|
Accumulated other comprehensive income (loss)
|
Total shareholders' equity
|
Noncontrolling interest in Operating Partnership
|
Noncontrolling interests in other consolidated partnerships
|
Total
equity
|
||||||||||||||||||
Balance, December 31, 2009
|
|
$
|
75,000
|
|
$
|
806
|
|
$
|
595,671
|
|
$
|
(202,997
|
)
|
$
|
(5,809
|
)
|
$
|
462,671
|
|
$
|
58,392
|
|
$
|
—
|
|
$
|
521,063
|
|
Net income
|
|
—
|
|
—
|
|
—
|
|
34,249
|
|
—
|
|
34,249
|
|
3,995
|
|
—
|
|
38,244
|
|
|||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
—
|
|
7,593
|
|
7,593
|
|
1,150
|
|
—
|
|
8,743
|
|
|||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
—
|
|
5,848
|
|
—
|
|
—
|
|
5,848
|
|
—
|
|
—
|
|
5,848
|
|
|||||||||
Issuance of 129,100 common shares upon exercise of options
|
|
—
|
|
—
|
|
1,107
|
|
—
|
|
—
|
|
1,107
|
|
—
|
|
—
|
|
1,107
|
|
|||||||||
Grant of 312,720 restricted shares, net of forfeitures
|
|
—
|
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Adjustment for noncontrolling interest in Operating Partnership
|
|
—
|
|
—
|
|
(802
|
)
|
—
|
|
—
|
|
(802
|
)
|
802
|
|
—
|
|
—
|
|
|||||||||
Preferred dividends ($2.073 per share)
|
|
—
|
|
—
|
|
—
|
|
(6,219
|
)
|
—
|
|
(6,219
|
)
|
—
|
|
—
|
|
(6,219
|
)
|
|||||||||
Common dividends ($0.7725 per share)
|
|
—
|
|
—
|
|
—
|
|
(62,518
|
)
|
—
|
|
(62,518
|
)
|
—
|
|
—
|
|
(62,518
|
)
|
|||||||||
Distributions to noncontrolling interest in Operating Partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,373
|
)
|
—
|
|
(9,373
|
)
|
|||||||||
Redemption of 3.0 million preferred shares
|
|
(75,000
|
)
|
—
|
|
2,539
|
|
(2,539
|
)
|
—
|
|
(75,000
|
)
|
—
|
|
—
|
|
(75,000
|
)
|
|||||||||
Balance, December 31, 2010
|
|
—
|
|
810
|
|
604,359
|
|
(240,024
|
)
|
1,784
|
|
366,929
|
|
54,966
|
|
—
|
|
421,895
|
|
|||||||||
Net income
|
|
—
|
|
—
|
|
—
|
|
44,641
|
|
—
|
|
44,641
|
|
6,356
|
|
(8
|
)
|
50,989
|
|
|||||||||
Other comprehensive income
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(249
|
)
|
(249
|
)
|
(36
|
)
|
—
|
|
(285
|
)
|
|||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
—
|
|
7,291
|
|
—
|
|
—
|
|
7,291
|
|
—
|
|
—
|
|
7,291
|
|
|||||||||
Issuance of 4,600,000 common shares, net of issuance costs of $670,000
|
|
—
|
|
46
|
|
117,329
|
|
—
|
|
—
|
|
117,375
|
|
—
|
|
—
|
|
117,375
|
|
|||||||||
Issuance of 36,500 common shares upon exercise of options
|
|
—
|
|
—
|
|
353
|
|
—
|
|
—
|
|
353
|
|
—
|
|
—
|
|
353
|
|
|||||||||
Grant of 317,400 restricted shares, net of forfeitures
|
|
—
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Adjustment for noncontrolling interest in Operating Partnership
|
|
—
|
|
—
|
|
(9,242
|
)
|
—
|
|
—
|
|
(9,242
|
)
|
9,242
|
|
—
|
|
—
|
|
|||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
6,851
|
|
6,845
|
|
|||||||||
Exchange of 160,332 Operating Partnership units for 641,328 common shares
|
|
—
|
|
7
|
|
(7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Issuance of 136,360 common shares upon exchange of exchangeable notes
|
|
—
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Common dividends ($0.7938 per share)
|
|
—
|
|
—
|
|
—
|
|
(66,530
|
)
|
—
|
|
(66,530
|
)
|
—
|
|
—
|
|
(66,530
|
)
|
|||||||||
Distributions to noncontrolling interest in Operating Partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,501
|
)
|
—
|
|
(9,501
|
)
|
|||||||||
Balance, December 31, 2011
|
|
$
|
—
|
|
$
|
867
|
|
$
|
720,073
|
|
$
|
(261,913
|
)
|
$
|
1,535
|
|
$
|
460,562
|
|
$
|
61,027
|
|
$
|
6,843
|
|
$
|
528,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except share and per share data)
(Continued)
|
||||||||||||||||||||||||||||
|
|
Preferred shares
|
Common shares
|
Paid in capital
|
Distributions in excess of earnings
|
Accumulated other comprehensive income (loss)
|
Total shareholders' equity
|
Noncontrolling interest in Operating Partnership
|
Noncontrolling interests in other consolidated partnerships
|
Total
equity
|
||||||||||||||||||
Balance, December 31, 2011
|
|
$
|
—
|
|
$
|
867
|
|
$
|
720,073
|
|
$
|
(261,913
|
)
|
$
|
1,535
|
|
$
|
460,562
|
|
$
|
61,027
|
|
$
|
6,843
|
|
$
|
528,432
|
|
Net income
|
|
—
|
|
—
|
|
—
|
|
53,228
|
|
—
|
|
53,228
|
|
3,267
|
|
(19
|
)
|
56,476
|
|
|||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(335
|
)
|
(335
|
)
|
(21
|
)
|
—
|
|
(356
|
)
|
|||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
—
|
|
10,676
|
|
—
|
|
—
|
|
10,676
|
|
—
|
|
—
|
|
10,676
|
|
|||||||||
Issuance of 37,700 common shares upon exercise of options
|
|
—
|
|
—
|
|
481
|
|
—
|
|
—
|
|
481
|
|
—
|
|
—
|
|
481
|
|
|||||||||
Grant of 566,000 restricted shares, net of forfeitures
|
|
—
|
|
6
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
—
|
|
34,910
|
|
—
|
|
—
|
|
34,910
|
|
(34,910
|
)
|
—
|
|
—
|
|
|||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
10
|
|
—
|
|
|||||||||
Exchange of 1,682,507 Operating Partnership units for 6,730,028 common shares
|
|
—
|
|
68
|
|
(68
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Common dividends ($0.8300 per share)
|
|
—
|
|
—
|
|
—
|
|
(76,903
|
)
|
—
|
|
(76,903
|
)
|
—
|
|
—
|
|
(76,903
|
)
|
|||||||||
Distributions to noncontrolling interest in Operating Partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,931
|
)
|
—
|
|
(4,931
|
)
|
|||||||||
Balance, December 31, 2012
|
|
$
|
—
|
|
$
|
941
|
|
$
|
766,056
|
|
$
|
(285,588
|
)
|
$
|
1,200
|
|
$
|
482,609
|
|
$
|
24,432
|
|
$
|
6,834
|
|
$
|
513,875
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
|
$
|
38,244
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization (including discontinued operations)
|
|
98,683
|
|
|
84,015
|
|
|
78,126
|
|
|||
Impairment charges (including discontinued operations)
|
|
—
|
|
|
—
|
|
|
846
|
|
|||
Amortization of deferred financing costs
|
|
2,313
|
|
|
2,143
|
|
|
1,286
|
|
|||
Equity in losses of unconsolidated joint ventures
|
|
3,295
|
|
|
1,565
|
|
|
464
|
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
1,005
|
|
|
499
|
|
|
653
|
|
|||
Loss on termination of derivatives
|
|
—
|
|
|
—
|
|
|
6,142
|
|
|||
Loss on early extinguishment of exchangeable debt
|
|
—
|
|
|
—
|
|
|
563
|
|
|||
Share-based compensation expense
|
|
10,676
|
|
|
7,291
|
|
|
5,848
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
(1,007
|
)
|
|
(315
|
)
|
|
(176
|
)
|
|||
Gain on sale of outparcels of land
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|||
Net accretion of market rent rate adjustments
|
|
(348
|
)
|
|
(454
|
)
|
|
(950
|
)
|
|||
Straight-line rent adjustments
|
|
(3,649
|
)
|
|
(3,829
|
)
|
|
(2,676
|
)
|
|||
Changes in other asset and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
(5,557
|
)
|
|
(9,080
|
)
|
|
(8,844
|
)
|
|||
Accounts payable and accrued expenses
|
|
3,878
|
|
|
3,170
|
|
|
(865
|
)
|
|||
Net cash provided by operating activities
|
|
165,765
|
|
|
135,994
|
|
|
118,500
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Additions of rental property
|
|
(41,283
|
)
|
|
(60,314
|
)
|
|
(77,487
|
)
|
|||
Acquisition of rental property
|
|
—
|
|
|
(266,211
|
)
|
|
—
|
|
|||
Additions to investments in unconsolidated joint ventures
|
|
(103,041
|
)
|
|
(25,314
|
)
|
|
—
|
|
|||
Termination payments related to derivatives
|
|
—
|
|
|
—
|
|
|
(6,142
|
)
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
1,471
|
|
|
701
|
|
|
897
|
|
|||
Additions to deferred lease costs
|
|
(5,056
|
)
|
|
(10,661
|
)
|
|
(6,146
|
)
|
|||
Net proceeds from sales of real estate
|
|
—
|
|
|
723
|
|
|
2,025
|
|
|||
Net cash used in investing activities
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|
(86,853
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash dividends paid
|
|
(76,903
|
)
|
|
(66,530
|
)
|
|
(68,737
|
)
|
|||
Distributions to noncontrolling interests in Operating Partnership
|
|
(4,931
|
)
|
|
(9,501
|
)
|
|
(9,373
|
)
|
|||
Proceeds from issuance of common shares
|
|
—
|
|
|
117,375
|
|
|
—
|
|
|||
Payments to redeem preferred shares
|
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
|||
Proceeds from debt issuances
|
|
585,800
|
|
|
876,342
|
|
|
903,030
|
|
|||
Repayments of debt
|
|
(517,271
|
)
|
|
(687,390
|
)
|
|
(773,600
|
)
|
|||
Additions to deferred financing costs
|
|
(2,591
|
)
|
|
(3,431
|
)
|
|
(6,583
|
)
|
|||
Proceeds from exercise of options
|
|
481
|
|
|
353
|
|
|
1,107
|
|
|||
Net cash provided (used in) by financing activities
|
|
(15,415
|
)
|
|
227,218
|
|
|
(29,156
|
)
|
|||
Net increase in cash and cash equivalents
|
|
2,441
|
|
|
2,136
|
|
|
2,491
|
|
|||
Cash and cash equivalents, beginning of year
|
|
7,894
|
|
|
5,758
|
|
|
3,267
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
10,335
|
|
|
$
|
7,894
|
|
|
$
|
5,758
|
|
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
||||
Land
|
|
$
|
148,002
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
1,796,042
|
|
|
1,764,494
|
|
||
Construction in progress
|
|
3,308
|
|
|
3,549
|
|
||
|
|
1,947,352
|
|
|
1,916,045
|
|
||
Accumulated depreciation
|
|
(582,859
|
)
|
|
(512,485
|
)
|
||
Total rental property, net
|
|
1,364,493
|
|
|
1,403,560
|
|
||
Cash and cash equivalents
|
|
10,295
|
|
|
7,866
|
|
||
Investments in unconsolidated joint ventures
|
|
126,632
|
|
|
28,481
|
|
||
Deferred lease costs and other intangibles, net
|
|
101,040
|
|
|
120,636
|
|
||
Deferred debt origination costs, net
|
|
9,083
|
|
|
8,861
|
|
||
Prepaids and other assets
|
|
60,408
|
|
|
52,059
|
|
||
Total assets
|
|
$
|
1,671,951
|
|
|
$
|
1,621,463
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $1,967 and $2,237, respectively)
|
|
$
|
548,033
|
|
|
$
|
547,763
|
|
Unsecured term loans (net of discount of $547 and $692, respectively)
|
|
259,453
|
|
|
9,308
|
|
||
Mortgages payable (net of discount of $6,362 and $7,434, respectively)
|
|
107,745
|
|
|
111,379
|
|
||
Unsecured lines of credit
|
|
178,306
|
|
|
357,092
|
|
||
Total debt
|
|
1,093,537
|
|
|
1,025,542
|
|
||
Construction trade payables
|
|
7,084
|
|
|
13,656
|
|
||
Accounts payable and accrued expenses
|
|
40,675
|
|
|
37,405
|
|
||
Other liabilities
|
|
16,780
|
|
|
16,428
|
|
||
Total liabilities
|
|
1,158,076
|
|
|
1,093,031
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Partners' Equity
|
|
|
|
|
||||
General partner
|
|
4,720
|
|
|
4,972
|
|
||
Limited partners
|
|
501,214
|
|
|
515,154
|
|
||
Accumulated other comprehensive income
|
|
1,107
|
|
|
1,463
|
|
||
Total partners' equity
|
|
507,041
|
|
|
521,589
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
6,834
|
|
|
6,843
|
|
||
Total equity
|
|
513,875
|
|
|
528,432
|
|
||
Total liabilities and equity
|
|
$
|
1,671,951
|
|
|
$
|
1,621,463
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|||
Base rentals
|
|
$
|
235,233
|
|
|
$
|
207,637
|
|
|
$
|
178,976
|
|
Percentage rentals
|
|
11,172
|
|
|
9,084
|
|
|
7,914
|
|
|||
Expense reimbursements
|
|
100,074
|
|
|
89,620
|
|
|
80,627
|
|
|||
Other income
|
|
10,518
|
|
|
8,882
|
|
|
8,786
|
|
|||
Total revenues
|
|
356,997
|
|
|
315,223
|
|
|
276,303
|
|
|||
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|||
Property operating
|
|
111,160
|
|
|
100,246
|
|
|
92,898
|
|
|||
General and administrative
|
|
37,452
|
|
|
30,132
|
|
|
24,553
|
|
|||
Acquisition costs
|
|
117
|
|
|
2,736
|
|
|
82
|
|
|||
Abandoned development costs
|
|
—
|
|
|
158
|
|
|
365
|
|
|||
Impairment charges
|
|
—
|
|
|
—
|
|
|
735
|
|
|||
Depreciation and amortization
|
|
98,683
|
|
|
84,015
|
|
|
78,039
|
|
|||
Total expenses
|
|
247,412
|
|
|
217,287
|
|
|
196,672
|
|
|||
Operating income
|
|
109,585
|
|
|
97,936
|
|
|
79,631
|
|
|||
Interest expense
|
|
49,814
|
|
|
45,382
|
|
|
34,120
|
|
|||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
563
|
|
|||
Loss on termination of derivatives
|
|
—
|
|
|
—
|
|
|
6,142
|
|
|||
Income before equity in losses of unconsolidated joint ventures and discontinued operations
|
|
59,771
|
|
|
52,554
|
|
|
38,806
|
|
|||
Equity in losses of unconsolidated joint ventures
|
|
(3,295
|
)
|
|
(1,565
|
)
|
|
(464
|
)
|
|||
Income from continuing operations
|
|
56,476
|
|
|
50,989
|
|
|
38,342
|
|
|||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|||
Net income
|
|
56,476
|
|
|
50,989
|
|
|
38,244
|
|
|||
Noncontrolling interests in consolidated partnerships
|
|
19
|
|
|
8
|
|
|
—
|
|
|||
Net income available to partners
|
|
56,495
|
|
|
50,997
|
|
|
38,244
|
|
|||
Net income available to limited partners
|
|
55,917
|
|
|
50,473
|
|
|
37,932
|
|
|||
Net income available to general partner
|
|
$
|
578
|
|
|
$
|
524
|
|
|
$
|
312
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per common unit
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
2.28
|
|
|
$
|
2.12
|
|
|
$
|
1.29
|
|
Net income
|
|
$
|
2.28
|
|
|
$
|
2.12
|
|
|
$
|
1.29
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common unit
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
2.26
|
|
|
$
|
2.10
|
|
|
$
|
1.29
|
|
Net income
|
|
$
|
2.26
|
|
|
$
|
2.10
|
|
|
$
|
1.29
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
|
$
|
38,244
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Reclassification adjustment for amortization of gain on settlement of US treasury rate lock included in net income
|
|
(351
|
)
|
|
(331
|
)
|
|
(311
|
)
|
|||
Foreign currency translation adjustments
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for termination of derivatives
|
|
—
|
|
|
—
|
|
|
6,142
|
|
|||
Change in fair value of cash flow hedges
|
|
—
|
|
|
—
|
|
|
2,905
|
|
|||
Changes in fair value of our portion of our unconsolidated joint ventures' cash flow hedges
|
|
—
|
|
|
46
|
|
|
7
|
|
|||
Other comprehensive income (loss)
|
|
(356
|
)
|
|
(285
|
)
|
|
8,743
|
|
|||
Comprehensive income
|
|
56,120
|
|
|
50,704
|
|
|
46,987
|
|
|||
Comprehensive income attributable to noncontrolling interests in consolidated partnerships
|
|
19
|
|
|
8
|
|
|
—
|
|
|||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
56,139
|
|
|
$
|
50,712
|
|
|
$
|
46,987
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive income (loss)
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
Balance, December 31, 2009
|
|
$
|
5,633
|
|
$
|
522,425
|
|
$
|
(6,995
|
)
|
$
|
521,063
|
|
$
|
—
|
|
$
|
521,063
|
|
Net income
|
|
312
|
|
37,932
|
|
—
|
|
38,244
|
|
—
|
|
38,244
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
8,743
|
|
8,743
|
|
—
|
|
8,743
|
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
5,848
|
|
—
|
|
5,848
|
|
—
|
|
5,848
|
|
||||||
Issuance of 32,275 common units upon exercise of options
|
|
—
|
|
1,107
|
|
—
|
|
1,107
|
|
—
|
|
1,107
|
|
||||||
Grant of 78,180 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Preferred distributions ($2.073 per preferred unit)
|
|
—
|
|
(6,219
|
)
|
—
|
|
(6,219
|
)
|
—
|
|
(6,219
|
)
|
||||||
Common distributions ($3.09 per common unit)
|
|
(724
|
)
|
(71,167
|
)
|
—
|
|
(71,891
|
)
|
—
|
|
(71,891
|
)
|
||||||
Redemption of 3,000,000 preferred units
|
|
—
|
|
(75,000
|
)
|
—
|
|
(75,000
|
)
|
—
|
|
(75,000
|
)
|
||||||
Balance, December 31, 2010
|
|
5,221
|
|
414,926
|
|
1,748
|
|
421,895
|
|
—
|
|
421,895
|
|
||||||
Net income
|
|
524
|
|
50,473
|
|
—
|
|
50,997
|
|
(8
|
)
|
50,989
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(285
|
)
|
(285
|
)
|
—
|
|
(285
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
7,291
|
|
—
|
|
7,291
|
|
—
|
|
7,291
|
|
||||||
Issuance of 13,000 general partner common units and 1,137,000 limited partner common units, net of issuance costs of $670,000
|
|
—
|
|
117,375
|
|
—
|
|
117,375
|
|
—
|
|
117,375
|
|
||||||
Issuance of 9,125 common shares upon exercise of options
|
|
—
|
|
353
|
|
—
|
|
353
|
|
—
|
|
353
|
|
||||||
Grant of 79,350 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjustments for noncontrolling interests in consolidated partnerships
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
6,851
|
|
6,845
|
|
||||||
Common distributions ($3.175 per common unit)
|
|
(773
|
)
|
(75,258
|
)
|
—
|
|
(76,031
|
)
|
—
|
|
(76,031
|
)
|
||||||
Balance, December 31, 2011
|
|
4,972
|
|
515,154
|
|
1,463
|
|
521,589
|
|
6,843
|
|
528,432
|
|
||||||
Net income
|
|
578
|
|
55,917
|
|
—
|
|
56,495
|
|
(19
|
)
|
56,476
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(356
|
)
|
(356
|
)
|
—
|
|
(356
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
10,676
|
|
—
|
|
10,676
|
|
—
|
|
10,676
|
|
||||||
Issuance of 9,425 common units upon exercise of options
|
|
—
|
|
481
|
|
—
|
|
481
|
|
—
|
|
481
|
|
||||||
Grant of 141,500 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjustments for noncontrolling interests in consolidated partnerships
|
|
—
|
|
(10
|
)
|
—
|
|
(10
|
)
|
10
|
|
—
|
|
||||||
Common distributions ($3.32 per common unit)
|
|
(830
|
)
|
(81,004
|
)
|
—
|
|
(81,834
|
)
|
—
|
|
(81,834
|
)
|
||||||
Balance, December 31, 2012
|
|
$
|
4,720
|
|
$
|
501,214
|
|
$
|
1,107
|
|
$
|
507,041
|
|
$
|
6,834
|
|
$
|
513,875
|
|
|
|
For the years ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
56,476
|
|
|
$
|
50,989
|
|
|
$
|
38,244
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization (including discontinued operations)
|
|
98,683
|
|
|
84,015
|
|
|
78,126
|
|
|||
Impairment charges (including discontinued operations)
|
|
—
|
|
|
—
|
|
|
846
|
|
|||
Amortization of deferred financing costs
|
|
2,313
|
|
|
2,143
|
|
|
1,286
|
|
|||
Equity in losses of unconsolidated joint ventures
|
|
3,295
|
|
|
1,565
|
|
|
464
|
|
|||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
1,005
|
|
|
499
|
|
|
653
|
|
|||
Loss on termination of derivatives
|
|
—
|
|
|
—
|
|
|
6,142
|
|
|||
Loss on early extinguishment of exchangeable debt
|
|
—
|
|
|
—
|
|
|
563
|
|
|||
Equity-based compensation expense
|
|
10,676
|
|
|
7,291
|
|
|
5,848
|
|
|||
Amortization of debt (premiums) and discounts, net
|
|
(1,007
|
)
|
|
(315
|
)
|
|
(176
|
)
|
|||
Gain on sale of outparcels of land
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|||
Net accretion of market rent rate adjustments
|
|
(348
|
)
|
|
(454
|
)
|
|
(950
|
)
|
|||
Straight-line rent adjustments
|
|
(3,649
|
)
|
|
(3,829
|
)
|
|
(2,676
|
)
|
|||
Increases (decreases) due to changes in:
|
|
|
|
|
|
|
|
|
|
|||
Other assets
|
|
(5,447
|
)
|
|
(9,127
|
)
|
|
(8,781
|
)
|
|||
Accounts payable and accrued expenses
|
|
3,756
|
|
|
3,276
|
|
|
(962
|
)
|
|||
Net cash provided by operating activities
|
|
165,753
|
|
|
136,053
|
|
|
118,466
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Additions of rental property
|
|
(41,283
|
)
|
|
(60,314
|
)
|
|
(77,487
|
)
|
|||
Acquisition of rental property
|
|
—
|
|
|
(266,211
|
)
|
|
—
|
|
|||
Additions to investments in unconsolidated joint ventures
|
|
(103,041
|
)
|
|
(25,314
|
)
|
|
—
|
|
|||
Termination payments related to derivatives
|
|
—
|
|
|
—
|
|
|
(6,142
|
)
|
|||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
1,471
|
|
|
701
|
|
|
897
|
|
|||
Additions to deferred lease costs
|
|
(5,056
|
)
|
|
(10,661
|
)
|
|
(6,146
|
)
|
|||
Net proceeds from sales of real estate
|
|
—
|
|
|
723
|
|
|
2,025
|
|
|||
Net cash used in investing activities
|
|
(147,909
|
)
|
|
(361,076
|
)
|
|
(86,853
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Cash distributions paid
|
|
(81,834
|
)
|
|
(76,031
|
)
|
|
(78,110
|
)
|
|||
Contributions from partners
|
|
—
|
|
|
117,375
|
|
|
—
|
|
|||
Payment to redeem preferred units
|
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
|||
Proceeds from debt issuance
|
|
585,800
|
|
|
876,342
|
|
|
903,030
|
|
|||
Repayments of debt
|
|
(517,271
|
)
|
|
(687,390
|
)
|
|
(773,600
|
)
|
|||
Additions to deferred financing costs
|
|
(2,591
|
)
|
|
(3,431
|
)
|
|
(6,583
|
)
|
|||
Proceeds from exercise of options
|
|
481
|
|
|
353
|
|
|
1,107
|
|
|||
Net cash provided by (used in) financing activities
|
|
(15,415
|
)
|
|
227,218
|
|
|
(29,156
|
)
|
|||
Net increase in cash and cash equivalents
|
|
2,429
|
|
|
2,195
|
|
|
2,457
|
|
|||
Cash and cash equivalents, beginning of year
|
|
7,866
|
|
|
5,671
|
|
|
3,214
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
10,295
|
|
|
$
|
7,866
|
|
|
$
|
5,671
|
|
1.
|
Organization of the Company
|
2.
|
Summary of Significant Accounting Policies
|
a.
|
The power to direct the activities of the VIE that most significantly impact the entity's economic performance
|
b.
|
The obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE
|
Common dividends per share:
|
|
2012
|
|
2011
|
|
2010
|
||||||
Ordinary income
|
|
$
|
0.8293
|
|
|
$
|
0.7938
|
|
|
$
|
0.5361
|
|
Return of capital
|
|
0.0007
|
|
|
—
|
|
|
0.2364
|
|
|||
|
|
$
|
0.8300
|
|
|
$
|
0.7938
|
|
|
$
|
0.7725
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income available to the Company's shareholders
|
|
$
|
53,228
|
|
|
$
|
44,641
|
|
|
$
|
34,249
|
|
Preferred share dividends paid
|
|
—
|
|
|
—
|
|
|
(6,219
|
)
|
|||
Book/tax difference on:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
16,034
|
|
|
16,232
|
|
|
23,469
|
|
|||
Loss on sale or disposal of real estate
|
|
(1,543
|
)
|
|
(3,113
|
)
|
|
(6,706
|
)
|
|||
Equity in earnings (losses) from unconsolidated joint ventures
|
|
5,037
|
|
|
2,482
|
|
|
1,326
|
|
|||
Share-based payment compensation
|
|
(6,298
|
)
|
|
(491
|
)
|
|
(3,154
|
)
|
|||
Other differences
|
|
(850
|
)
|
|
997
|
|
|
(5,169
|
)
|
|||
Taxable income available to common shareholders
|
|
$
|
65,608
|
|
|
$
|
60,748
|
|
|
$
|
37,796
|
|
3.
|
Development of Rental Properties
|
4.
|
Investments in Unconsolidated Real Estate Joint Ventures
|
As of December 31, 2012
|
||||||||||||||||
Joint Venture
|
|
Center Location
|
|
Ownership %
|
|
Square Feet
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt
(in millions)
|
||||||
Deer Park
|
|
Deer Park,
Long Island NY
|
|
33.3
|
%
|
|
741,981
|
|
|
$
|
3.0
|
|
|
$
|
246.9
|
|
Deer Park Warehouse
|
|
Deer Park,
Long Island NY
|
|
33.3
|
%
|
|
29,253
|
|
|
—
|
|
|
1.9
|
|
||
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
%
|
|
352,705
|
|
|
36.7
|
|
|
—
|
|
||
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
%
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
434,562
|
|
|
62.2
|
|
|
20.1
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
332,234
|
|
|
19.1
|
|
|
32.0
|
|
||
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
%
|
|
265,086
|
|
|
2.8
|
|
|
24.3
|
|
||
Other
|
|
|
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
126.6
|
|
|
$
|
325.2
|
|
As of December 31, 2011
|
||||||||||||||||
Joint Venture
|
|
Center Location
|
|
Ownership %
|
|
Square Feet
|
|
Carrying Value of Investment (in millions)
|
|
Total Joint Venture Debt
(in millions)
|
||||||
Deer Park
|
|
Deer Park,
Long Island NY
|
|
33.3
|
%
|
|
656,788
|
|
|
$
|
5.4
|
|
|
$
|
246.9
|
|
Deer Park Warehouse
|
|
Deer Park,
Long Island NY
|
|
33.3
|
%
|
|
29,253
|
|
|
—
|
|
|
2.3
|
|
||
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
%
|
|
—
|
|
|
7.9
|
|
|
—
|
|
||
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
%
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
159,391
|
|
|
10.0
|
|
|
29.7
|
|
||
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
%
|
|
265,086
|
|
|
4.0
|
|
|
24.3
|
|
||
Other
|
|
|
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
28.5
|
|
|
$
|
303.2
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Fees:
|
|
|
|
|
|
|
||||||
Development
|
|
$
|
427
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loan guarantee
|
|
80
|
|
|
—
|
|
|
—
|
|
|||
Management and leasing
|
|
2,102
|
|
|
1,958
|
|
|
1,927
|
|
|||
Marketing
|
|
433
|
|
|
163
|
|
|
154
|
|
|||
Total Fees
|
|
$
|
3,042
|
|
|
$
|
2,121
|
|
|
$
|
2,081
|
|
Summary Balance Sheets - Unconsolidated Joint Ventures
|
|
As of December 31, 2012
|
|
As of December 31, 2011
|
||||
Assets
|
|
|
|
|
||||
Land
|
|
$
|
110,665
|
|
|
$
|
77,864
|
|
Buildings, improvements and fixtures
|
|
493,424
|
|
|
288,934
|
|
||
Construction in progress, including land
|
|
2,128
|
|
|
23,545
|
|
||
|
|
606,217
|
|
|
390,343
|
|
||
Accumulated depreciation
|
|
(62,547
|
)
|
|
(46,245
|
)
|
||
Total rental property, net
|
|
543,670
|
|
|
344,098
|
|
||
Assets held for sale
(1)
|
|
1,828
|
|
|
—
|
|
||
Cash and cash equivalents
|
|
21,879
|
|
|
7,582
|
|
||
Deferred lease costs, net
|
|
24,411
|
|
|
14,815
|
|
||
Deferred debt origination costs, net
|
|
5,213
|
|
|
7,566
|
|
||
Prepaids and other assets
|
|
25,350
|
|
|
11,687
|
|
||
Total assets
|
|
$
|
622,351
|
|
|
$
|
385,748
|
|
Liabilities and Owners' Equity
|
|
|
|
|
|
|||
Mortgages payable
|
|
$
|
325,192
|
|
|
$
|
303,230
|
|
Construction trade payables
|
|
21,734
|
|
|
2,669
|
|
||
Accounts payable and other liabilities
|
|
31,944
|
|
|
27,246
|
|
||
Total liabilities
|
|
378,870
|
|
|
333,145
|
|
||
Owners' equity
|
|
243,481
|
|
|
52,603
|
|
||
Total liabilities and owners' equity
|
|
$
|
622,351
|
|
|
$
|
385,748
|
|
Summary Statements of Operations- Unconsolidated Joint Ventures:
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
$
|
54,936
|
|
|
$
|
38,847
|
|
|
$
|
37,858
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Property operating
|
|
24,678
|
|
|
18,034
|
|
|
18,172
|
|
|||
General and administrative
|
|
970
|
|
|
250
|
|
|
455
|
|
|||
Acquisition costs
|
|
1,437
|
|
|
—
|
|
|
—
|
|
|||
Abandoned development costs
|
|
1,447
|
|
|
—
|
|
|
—
|
|
|||
Impairment charge
(1)
|
|
420
|
|
|
900
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
19,914
|
|
|
14,242
|
|
|
14,245
|
|
|||
|
|
48,866
|
|
|
33,426
|
|
|
32,872
|
|
|||
Operating income
|
|
6,070
|
|
|
5,421
|
|
|
4,986
|
|
|||
Interest expense
|
|
14,760
|
|
|
10,456
|
|
|
6,947
|
|
|||
Net loss
|
|
$
|
(8,690
|
)
|
|
$
|
(5,035
|
)
|
|
$
|
(1,961
|
)
|
The Company and Operating Partnership's share of:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(3,295
|
)
|
|
$
|
(1,565
|
)
|
|
$
|
(464
|
)
|
Depreciation and asset impairments (real estate related)
(1)
|
|
8,245
|
|
|
5,475
|
|
|
5,146
|
|
|
|
Value
(in thousands)
|
|
Weighted-Average Amortization Period (in years)
|
||
Land
|
|
$
|
6,425
|
|
|
|
Buildings, improvements and fixtures
|
|
298,147
|
|
|
|
|
Deferred lease costs and other intangibles
|
|
|
|
|
||
Above/below market lease value, net
|
|
5,166
|
|
|
7.1
|
|
Below market ground lease value
|
|
31,993
|
|
|
87.6
|
|
Lease in place value
|
|
24,232
|
|
|
4.0
|
|
Tenant relationships
|
|
28,628
|
|
|
10.2
|
|
Lease and legal costs
|
|
3,444
|
|
|
3.2
|
|
Total deferred lease costs and other intangibles, net
|
|
93,463
|
|
|
|
|
Mortgage fair value adjustments
|
|
(7,081
|
)
|
|
|
|
Net assets acquired
|
|
390,954
|
|
|
|
|
Less: contingent consideration
|
|
(3,023
|
)
|
|
|
|
Less: noncontrolling interests
|
|
(6,845
|
)
|
|
|
|
Consideration transferred
|
|
$
|
381,086
|
|
|
|
Summary statements of operations - disposed properties
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
388
|
|
Total expenses
|
|
—
|
|
|
—
|
|
|
486
|
|
|||
Discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(98
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Number of outparcels
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Net proceeds
|
|
—
|
|
|
—
|
|
|
602
|
|
|||
Gain on sales of outparcels included in other income
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
|
2012
|
|
2011
|
||||
Deferred lease costs
|
|
$
|
56,327
|
|
|
$
|
51,271
|
|
Net above and below market leases
|
|
(1,529
|
)
|
|
(1,450
|
)
|
||
Below market ground leases
|
|
36,602
|
|
|
36,602
|
|
||
Other intangibles
|
|
120,808
|
|
|
128,100
|
|
||
|
|
212,208
|
|
|
214,523
|
|
||
Accumulated amortization
|
|
(111,168
|
)
|
|
(93,887
|
)
|
||
Deferred lease costs and other intangibles, net
|
|
$
|
101,040
|
|
|
$
|
120,636
|
|
Year
|
|
Amount
|
||
2013
|
|
$
|
11,124
|
|
2014
|
|
8,937
|
|
|
2015
|
|
7,371
|
|
|
2016
|
|
6,390
|
|
|
2017
|
|
5,146
|
|
|
Total
|
|
$
|
38,968
|
|
|
|
2012
|
|
2011
|
||||
Deferred debt origination costs
|
|
$
|
16,110
|
|
|
$
|
13,519
|
|
Accumulated amortization
|
|
(7,027
|
)
|
|
(4,658
|
)
|
||
Deferred debt origination costs, net
|
|
$
|
9,083
|
|
|
$
|
8,861
|
|
|
|
|
|
|
|
As of
|
|
As of
|
||||||||||||
|
|
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Stated Interest Rate(s)
|
|
Maturity Date
|
|
Principal
|
|
Premium (Discount)
|
|
Principal
|
|
Premium (Discount)
|
||||||||
Senior, unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior notes
|
|
6.15%
|
|
November 2015
|
|
$
|
250,000
|
|
|
$
|
(317
|
)
|
|
$
|
250,000
|
|
|
$
|
(417
|
)
|
Senior notes
|
|
6.125%
|
|
June 2020
|
|
300,000
|
|
|
(1,650
|
)
|
|
300,000
|
|
|
(1,820
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mortgages payable
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Atlantic City
|
|
5.14%-7.65%
|
|
November 2021-December 2026
|
|
52,212
|
|
|
4,495
|
|
|
53,826
|
|
|
4,894
|
|
||||
Ocean City
|
|
5.24%
|
|
January 2016
|
|
18,540
|
|
|
285
|
|
|
18,867
|
|
|
375
|
|
||||
Hershey
|
|
5.17%-8.00%
|
|
August 2015
|
|
30,631
|
|
|
1,581
|
|
|
31,252
|
|
|
2,165
|
|
||||
Note payable
(1)
|
|
1.50%
|
|
June 2016
|
|
10,000
|
|
|
(546
|
)
|
|
10,000
|
|
|
(692
|
)
|
||||
Unsecured term loan
(2)
|
|
LIBOR + 1.80%
|
|
February 2019
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unsecured lines of credit
(3)
|
|
LIBOR + 1.25%
|
|
November 2015
|
|
178,306
|
|
|
—
|
|
|
357,092
|
|
|
—
|
|
||||
|
|
|
|
|
|
$
|
1,089,689
|
|
|
$
|
3,848
|
|
|
$
|
1,021,037
|
|
|
$
|
4,505
|
|
(1)
|
The effective interest rates assigned during the purchase price allocation to these assumed mortgages and note payable during acquisitions in 2011 were as follows: Atlantic City
5.05%
, Ocean City
4.68%
, Hershey
3.40%
and note payable
3.15%
.
|
(2)
|
Our unsecured term loan is pre-payable without penalty beginning in February of 2015.
|
(3)
|
Our unsecured lines of credit as of
December 31, 2012
bear interest at a rate of LIBOR +
1.25%
and expire on
November 10, 2015
. We have the option to extend the lines for one additional year to
November 10, 2016
. These lines require a facility fee payment of
0.25%
annually based on the total amount of the commitment. The credit spread and facility fee can vary depending on our investment grade rating.
|
Calendar Year
|
|
Amount
|
||
2013
|
|
$
|
4,633
|
|
2014
|
|
3,599
|
|
|
2015
|
|
460,645
|
|
|
2016
|
|
30,279
|
|
|
2017
|
|
3,004
|
|
|
Thereafter
|
|
587,529
|
|
|
Subtotal
|
|
1,089,689
|
|
|
Net premiums
|
|
3,848
|
|
|
Total
|
|
$
|
1,093,537
|
|
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
|
|
|
2012
|
|
2011
|
||
Common units:
|
|
|
|
|
||
General partner
|
|
250,000
|
|
|
250,000
|
|
Limited partners
|
|
24,455,812
|
|
|
24,304,887
|
|
Total common units
|
|
24,705,812
|
|
|
24,554,887
|
|
|
|
2012
|
|
2011
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
53,228
|
|
|
$
|
44,641
|
|
Increase (decrease) in Tanger Factory Outlet Centers, Inc. paid-in-capital adjustments to noncontrolling interests
(1)
|
|
34,910
|
|
|
(9,242
|
)
|
||
Changes from net income attributable to Tanger Factory Outlet Centers, Inc. and transfers from noncontrolling interest
|
|
$
|
88,138
|
|
|
$
|
35,399
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
NUMERATOR
|
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
53,228
|
|
|
$
|
44,641
|
|
|
$
|
34,334
|
|
Applicable preferred share dividends
|
|
—
|
|
|
—
|
|
|
(5,297
|
)
|
|||
Original issuance costs related to redeemed preferred shares
|
|
—
|
|
|
—
|
|
|
(2,539
|
)
|
|||
Allocation of earnings to participating securities
|
|
(784
|
)
|
|
(684
|
)
|
|
(598
|
)
|
|||
Income from continuing operations available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
52,444
|
|
|
43,957
|
|
|
25,900
|
|
|||
Discontinued operations attributable to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Discontinued operations attributable to Tanger Factory Outlet Centers, Inc.
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
52,444
|
|
|
$
|
43,957
|
|
|
$
|
25,815
|
|
DENOMINATOR
|
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
|
91,733
|
|
|
83,000
|
|
|
80,187
|
|
|||
Effect of notional units
|
|
846
|
|
|
965
|
|
|
—
|
|
|||
Effect of exchangeable notes
|
|
—
|
|
|
93
|
|
|
112
|
|
|||
Effect of outstanding options
|
|
82
|
|
|
71
|
|
|
91
|
|
|||
Diluted weighted average common shares
|
|
92,661
|
|
|
84,129
|
|
|
80,390
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
$
|
0.57
|
|
|
$
|
0.53
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
$
|
0.57
|
|
|
$
|
0.52
|
|
|
$
|
0.32
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Restricted common shares
|
|
$
|
8,485
|
|
|
$
|
5,227
|
|
|
$
|
4,095
|
|
Notional unit performance awards
|
|
1,970
|
|
|
1,885
|
|
|
1,753
|
|
|||
Options
|
|
209
|
|
|
179
|
|
|
—
|
|
|||
Total share based compensation
|
|
$
|
10,664
|
|
|
$
|
7,291
|
|
|
$
|
5,848
|
|
|
|
Options Outstanding
|
|
|
|
Options Exercisable
|
||||||||||
Exercise prices
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted remaining contractual life in years
|
|
Options
|
|
Weighted average exercise price
|
||||||
$9.71
|
|
41,000
|
|
|
$
|
9.71
|
|
|
1.32
|
|
41,000
|
|
|
$
|
9.71
|
|
$11.81
|
|
12,000
|
|
|
11.81
|
|
|
1.84
|
|
12,000
|
|
|
11.81
|
|
||
$26.06
|
|
162,800
|
|
|
26.06
|
|
|
8.14
|
|
28,000
|
|
|
26.06
|
|
||
|
|
215,800
|
|
|
$
|
22.16
|
|
|
6.50
|
|
81,000
|
|
|
$
|
15.67
|
|
Options
|
|
Shares
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Aggregate intrinsic value
|
|||||
Outstanding as of December 31, 2011
|
|
261,200
|
|
|
$
|
20.92
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(37,700
|
)
|
|
12.74
|
|
|
|
|
|
|||
Forfeited
|
|
(7,700
|
)
|
|
26.06
|
|
|
|
|
|
|||
Outstanding as of December 31, 2012
|
|
215,800
|
|
|
$
|
22.16
|
|
|
6.50
|
|
$
|
2,583
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
|||||
December 31, 2012
|
|
182,762
|
|
|
$
|
21.46
|
|
|
6.20
|
|
$
|
2,316
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of December 31, 2012
|
|
81,000
|
|
|
$
|
15.67
|
|
|
3.74
|
|
$
|
1,495
|
|
Unvested Restricted Common Shares
|
|
Number of shares
|
|
Weighted average grant date fair value
|
|||
Unvested at December 31, 2011
|
|
791,337
|
|
|
$
|
20.93
|
|
Granted
|
|
571,000
|
|
|
27.90
|
|
|
Vested
|
|
(309,344
|
)
|
|
21.92
|
|
|
Forfeited
|
|
(5,000
|
)
|
|
29.50
|
|
|
Unvested at December 31, 2012
|
|
1,047,993
|
|
|
$
|
24.39
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Restricted units
(1)
|
|
$
|
8,485
|
|
|
$
|
5,227
|
|
|
$
|
4,095
|
|
Notional unit performance awards
|
|
1,970
|
|
|
1,885
|
|
|
1,753
|
|
|||
Options
|
|
209
|
|
|
179
|
|
|
—
|
|
|||
Total equity based compensation
|
|
$
|
10,664
|
|
|
$
|
7,291
|
|
|
$
|
5,848
|
|
|
|
Options Outstanding
|
|
|
|
Options Exercisable
|
||||||||||
Range of exercise prices
|
|
Options
|
|
Weighted average exercise price
|
|
Weighted remaining contractual life in years
|
|
Options
|
|
Weighted average exercise price
|
||||||
$38.83
|
|
10,250
|
|
|
$
|
38.83
|
|
|
1.32
|
|
10,250
|
|
|
$
|
38.83
|
|
$47.25
|
|
3,000
|
|
|
47.25
|
|
|
1.84
|
|
3,000
|
|
|
47.25
|
|
||
$104.24
|
|
40,700
|
|
|
104.24
|
|
|
8.14
|
|
7,000
|
|
|
104.24
|
|
||
|
|
53,950
|
|
|
$
|
88.64
|
|
|
6.50
|
|
20,250
|
|
|
$
|
62.69
|
|
Options
|
|
Units
|
|
Weighted-average exercise price
|
|
Weighted-average remaining contractual life in years
|
|
Aggregate intrinsic value
|
|||||
Outstanding as of December 31, 2011
|
|
65,300
|
|
|
$
|
83.66
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(9,425
|
)
|
|
50.96
|
|
|
|
|
|
|||
Forfeited
|
|
(1,925
|
)
|
|
104.24
|
|
|
|
|
|
|||
Outstanding as of December 31, 2012
|
|
53,950
|
|
|
$
|
88.64
|
|
|
6.50
|
|
$
|
2,583
|
|
|
|
|
|
|
|
|
|
|
|||||
Vested and Expected to Vest as of
|
|
|
|
|
|
|
|
|
|||||
December 31, 2012
|
|
45,691
|
|
|
$
|
85.82
|
|
|
6.20
|
|
$
|
2,316
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of December 31, 2012
|
|
20,250
|
|
|
$
|
62.69
|
|
|
3.74
|
|
$
|
1,495
|
|
Unvested Restricted Units
|
|
Number of units
|
|
Weighted average grant date fair value
|
|||
Unvested at December 31, 2011
|
|
197,834
|
|
|
$
|
83.70
|
|
Granted
|
|
142,750
|
|
|
111.59
|
|
|
Vested
|
|
(77,336
|
)
|
|
87.69
|
|
|
Forfeited
|
|
(1,250
|
)
|
|
118.00
|
|
|
Unvested at December 31, 2012
|
|
261,998
|
|
|
$
|
97.56
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Advertising and promotion
|
|
$
|
23,051
|
|
|
$
|
21,880
|
|
|
$
|
20,245
|
|
Common area maintenance
|
|
53,179
|
|
|
48,333
|
|
|
43,218
|
|
|||
Real estate taxes
|
|
19,842
|
|
|
16,710
|
|
|
15,593
|
|
|||
Other operating expenses
|
|
15,088
|
|
|
13,323
|
|
|
13,842
|
|
|||
|
|
$
|
111,160
|
|
|
$
|
100,246
|
|
|
$
|
92,898
|
|
2013
|
|
$
|
207,650
|
|
2014
|
|
181,391
|
|
|
2015
|
|
159,730
|
|
|
2016
|
|
131,306
|
|
|
2017
|
|
101,993
|
|
|
Thereafter
|
|
231,946
|
|
|
|
|
$
|
1,014,016
|
|
2013
|
|
$
|
5,329
|
|
2014
|
|
4,943
|
|
|
2015
|
|
4,671
|
|
|
2016
|
|
4,566
|
|
|
2017
|
|
4,553
|
|
|
Thereafter
|
|
264,796
|
|
|
|
|
$
|
288,858
|
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenues
|
|
$
|
84,243
|
|
|
$
|
87,335
|
|
|
$
|
90,483
|
|
|
$
|
94,936
|
|
Operating income
|
|
22,620
|
|
|
25,736
|
|
|
29,042
|
|
|
32,187
|
|
||||
Income from continuing operations
|
|
8,834
|
|
|
12,458
|
|
|
16,170
|
|
|
19,014
|
|
||||
Net income
|
|
8,834
|
|
|
12,458
|
|
|
16,170
|
|
|
19,014
|
|
||||
Income attributable to Tanger Factory Outlet Centers, Inc.
|
|
8,128
|
|
|
11,717
|
|
|
15,237
|
|
|
18,056
|
|
||||
Income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
7,970
|
|
|
11,508
|
|
|
15,118
|
|
|
17,848
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.09
|
|
|
$
|
0.13
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
Net income
|
|
$
|
0.09
|
|
|
$
|
0.13
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
Net income
|
|
$
|
0.09
|
|
|
$
|
0.12
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenues
|
|
$
|
70,739
|
|
|
$
|
72,101
|
|
|
$
|
83,243
|
|
|
$
|
89,140
|
|
Operating income
|
|
21,174
|
|
|
22,319
|
|
|
26,177
|
|
|
28,266
|
|
||||
Income from continuing operations
|
|
10,817
|
|
|
10,842
|
|
|
14,192
|
|
|
15,138
|
|
||||
Net income
|
|
10,817
|
|
|
10,842
|
|
|
14,192
|
|
|
15,138
|
|
||||
Income attributable to Tanger Factory Outlet Centers, Inc.
|
|
9,398
|
|
|
9,422
|
|
|
12,464
|
|
|
13,357
|
|
||||
Income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
9,206
|
|
|
8,257
|
|
|
12,300
|
|
|
13,194
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
Net income
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share available to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
Net income
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
(1)
|
Quarterly amounts may not add to annual amounts due to the effect of rounding on a quarterly basis.
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||||||
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
|
||||||||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2012 (in thousands)
|
||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Description
|
|
|
|
Initial cost to Company
|
|
Costs Capitalized
Subsequent to Acquisition
(Improvements)
|
|
Gross Amount Carried at Close of Period
December 31, 2012
(1)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
Outlet Center Name
|
|
Location
|
|
Encum-brances
|
|
Land
|
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
|
Buildings,
Improve-ments & Fixtures
|
|
Land
|
|
Buildings,
Improve-ments & Fixtures
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date of
Construction
|
|
Life Used to
Compute
Depreciation
in Income
Statement
|
||||||||||||||||||
Atlantic City
|
|
Atlantic City, NJ
|
|
$
|
56,707
|
|
|
$
|
—
|
|
|
$
|
125,988
|
|
|
$
|
—
|
|
|
$
|
1,153
|
|
|
$
|
—
|
|
|
$
|
127,141
|
|
|
$
|
127,141
|
|
|
$
|
7,066
|
|
|
2011
(3)
|
|
(2)
|
Barstow
|
|
Barstow, CA
|
|
—
|
|
|
3,281
|
|
|
12,533
|
|
|
—
|
|
|
19,796
|
|
|
3,281
|
|
|
32,329
|
|
|
35,610
|
|
|
16,362
|
|
|
1995
|
|
(2)
|
|||||||||
Blowing Rock
|
|
Blowing Rock, NC
|
|
—
|
|
|
1,963
|
|
|
9,424
|
|
|
—
|
|
|
5,185
|
|
|
1,963
|
|
|
14,609
|
|
|
16,572
|
|
|
7,221
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Branson
|
|
Branson, MO
|
|
—
|
|
|
4,407
|
|
|
25,040
|
|
|
396
|
|
|
13,974
|
|
|
4,803
|
|
|
39,014
|
|
|
43,817
|
|
|
23,770
|
|
|
1994
|
|
(2)
|
|||||||||
Charleston
|
|
Charleston, SC
|
|
—
|
|
|
10,353
|
|
|
48,877
|
|
|
—
|
|
|
7,763
|
|
|
10,353
|
|
|
56,640
|
|
|
66,993
|
|
|
16,618
|
|
|
2006
|
|
(2)
|
|||||||||
Commerce II
|
|
Commerce, GA
|
|
—
|
|
|
1,262
|
|
|
14,046
|
|
|
707
|
|
|
30,199
|
|
|
1,969
|
|
|
44,245
|
|
|
46,214
|
|
|
24,736
|
|
|
1995
|
|
(2)
|
|||||||||
Foley
|
|
Foley, AL
|
|
—
|
|
|
4,400
|
|
|
82,410
|
|
|
693
|
|
|
40,549
|
|
|
5,093
|
|
|
122,959
|
|
|
128,052
|
|
|
34,349
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Gonzales
|
|
Gonzales, LA
|
|
—
|
|
|
679
|
|
|
15,895
|
|
|
—
|
|
|
25,433
|
|
|
679
|
|
|
41,328
|
|
|
42,007
|
|
|
21,802
|
|
|
1992
|
|
(2)
|
|||||||||
Hershey
|
|
Hershey, PA
|
|
32,213
|
|
|
3,673
|
|
|
48,186
|
|
|
—
|
|
|
1,884
|
|
|
3,673
|
|
|
50,070
|
|
|
53,743
|
|
|
2,702
|
|
|
2011
(3)
|
|
(2)
|
|||||||||
Hilton Head I
|
|
Bluffton, SC
|
|
—
|
|
|
4,753
|
|
|
—
|
|
|
—
|
|
|
31,161
|
|
|
4,753
|
|
|
31,161
|
|
|
35,914
|
|
|
3,345
|
|
|
2011
|
|
(2)
|
|||||||||
Hilton Head II
|
|
Bluffton, SC
|
|
—
|
|
|
5,128
|
|
|
20,668
|
|
|
—
|
|
|
7,523
|
|
|
5,128
|
|
|
28,191
|
|
|
33,319
|
|
|
9,281
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Howell
|
|
Howell, MI
|
|
—
|
|
|
2,250
|
|
|
35,250
|
|
|
—
|
|
|
9,707
|
|
|
2,250
|
|
|
44,957
|
|
|
47,207
|
|
|
15,096
|
|
|
2002
(3)
|
|
(2)
|
|||||||||
Jeffersonville
|
|
Jeffersonville, OH
|
|
—
|
|
|
2,752
|
|
|
111,276
|
|
|
—
|
|
|
4,825
|
|
|
2,752
|
|
|
116,101
|
|
|
118,853
|
|
|
5,928
|
|
|
2011
(3)
|
|
(2)
|
|||||||||
Kittery I
|
|
Kittery, ME
|
|
—
|
|
|
1,242
|
|
|
2,961
|
|
|
229
|
|
|
2,357
|
|
|
1,471
|
|
|
5,318
|
|
|
6,789
|
|
|
4,288
|
|
|
1986
|
|
(2)
|
|||||||||
Kittery II
|
|
Kittery, ME
|
|
—
|
|
|
1,451
|
|
|
1,835
|
|
|
—
|
|
|
769
|
|
|
1,451
|
|
|
2,604
|
|
|
4,055
|
|
|
2,181
|
|
|
1989
|
|
(2)
|
|||||||||
Lancaster
|
|
Lancaster, PA
|
|
—
|
|
|
3,691
|
|
|
19,907
|
|
|
—
|
|
|
17,032
|
|
|
3,691
|
|
|
36,939
|
|
|
40,630
|
|
|
22,342
|
|
|
1994
(3)
|
|
(2)
|
|||||||||
Lincoln City
|
|
Lincoln City, OR
|
|
—
|
|
|
6,268
|
|
|
28,663
|
|
|
267
|
|
|
8,726
|
|
|
6,535
|
|
|
37,389
|
|
|
43,924
|
|
|
12,532
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Locust Grove
|
|
Locust Grove, GA
|
|
—
|
|
|
2,558
|
|
|
11,801
|
|
|
—
|
|
|
26,454
|
|
|
2,558
|
|
|
38,255
|
|
|
40,813
|
|
|
19,366
|
|
|
1994
|
|
(2)
|
|||||||||
Mebane
|
|
Mebane, NC
|
|
—
|
|
|
8,821
|
|
|
53,362
|
|
|
—
|
|
|
676
|
|
|
8,821
|
|
|
54,038
|
|
|
62,859
|
|
|
6,914
|
|
|
2010
|
|
(2)
|
|||||||||
Myrtle Beach Hwy 17
|
|
Myrtle Beach, SC
|
|
—
|
|
|
—
|
|
|
80,733
|
|
|
—
|
|
|
4,612
|
|
|
—
|
|
|
85,345
|
|
|
85,345
|
|
|
14,165
|
|
|
2009
(3)
|
|
(2)
|
|||||||||
Myrtle Beach Hwy 501
|
|
Myrtle Beach, SC
|
|
—
|
|
|
10,236
|
|
|
57,094
|
|
|
—
|
|
|
34,708
|
|
|
10,236
|
|
|
91,802
|
|
|
102,038
|
|
|
24,620
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Nags Head
|
|
Nags Head, NC
|
|
—
|
|
|
1,853
|
|
|
6,679
|
|
|
—
|
|
|
5,089
|
|
|
1,853
|
|
|
11,768
|
|
|
13,621
|
|
|
6,281
|
|
|
1997
(3)
|
|
(2)
|
|||||||||
Ocean City
|
|
Ocean City, MD
|
|
18,825
|
|
|
—
|
|
|
16,334
|
|
|
—
|
|
|
5,142
|
|
|
—
|
|
|
21,476
|
|
|
21,476
|
|
|
1,405
|
|
|
2011
(3)
|
|
(2)
|
|||||||||
Park City
|
|
Park City, UT
|
|
—
|
|
|
6,900
|
|
|
33,597
|
|
|
343
|
|
|
17,996
|
|
|
7,243
|
|
|
51,593
|
|
|
58,836
|
|
|
15,324
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Rehoboth Beach
|
|
Rehoboth Beach, DE
|
|
—
|
|
|
20,600
|
|
|
74,209
|
|
|
1,875
|
|
|
27,218
|
|
|
22,475
|
|
|
101,427
|
|
|
123,902
|
|
|
29,175
|
|
|
2003
(3)
|
|
(2)
|
|||||||||
Riverhead
|
|
Riverhead, NY
|
|
—
|
|
|
—
|
|
|
36,374
|
|
|
6,152
|
|
|
85,263
|
|
|
6,152
|
|
|
121,637
|
|
|
127,789
|
|
|
66,807
|
|
|
1993
|
|
(2)
|
|||||||||
San Marcos
|
|
San Marcos, TX
|
|
—
|
|
|
1,801
|
|
|
9,440
|
|
|
16
|
|
|
46,047
|
|
|
1,817
|
|
|
55,487
|
|
|
57,304
|
|
|
31,573
|
|
|
1993
|
|
(2)
|
(1)
|
Aggregate cost for federal income tax purposes is approximately
$2.0 billion
.
|
(2)
|
We generally use estimated lives of
33
years for buildings and
15
years for land improvements. Tenant finishing allowances are depreciated over the initial
|
(3)
|
Represents year acquired.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of year
|
|
$
|
1,916,045
|
|
|
$
|
1,576,214
|
|
|
$
|
1,507,870
|
|
Acquisitions
|
|
—
|
|
|
304,572
|
|
|
—
|
|
|||
Improvements
|
|
34,633
|
|
|
42,161
|
|
|
95,185
|
|
|||
Impairment charge
|
|
—
|
|
|
—
|
|
|
(846
|
)
|
|||
Dispositions and assets held for sale
|
|
(3,326
|
)
|
|
(6,902
|
)
|
|
(25,995
|
)
|
|||
Balance, end of year
|
|
$
|
1,947,352
|
|
|
$
|
1,916,045
|
|
|
$
|
1,576,214
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance, beginning of year
|
|
$
|
512,485
|
|
|
$
|
453,145
|
|
|
$
|
412,530
|
|
Depreciation for the period
|
|
73,700
|
|
|
66,242
|
|
|
64,543
|
|
|||
Impairment charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Dispositions and assets held for sale
|
|
(3,326
|
)
|
|
(6,902
|
)
|
|
(23,928
|
)
|
|||
Balance, end of year
|
|
$
|
582,859
|
|
|
$
|
512,485
|
|
|
$
|
453,145
|
|
1.
|
EMPLOYMENT AND DUTIES
|
2.
|
Period of Employment
.
|
3.
|
COMPENSATION
.
|
4.
|
EMPLOYEE BENEFITS
.
|
5.
|
TERMINATION OF EMPLOYMENT
.
|
6.
|
AGREEMENT NOT TO COMPETE
.
|
7.
|
SEVERANCE BENEFITS
.
|
9.
|
MISCELLANEOUS
.
|
If to Executive,
|
JAMES F. WILLIAMS
|
|
to:
|
1839 Crossroads Drive
|
|
|
Greensboro, NC 27455
|
|
With a copy to:
|
|
|
|
|
|
|
|
10.
|
SECTION 409A
.
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
||
(Company)
|
||
|
|
|
By:
|
/s/ Frank C. Marchisello
|
|
Print Name:
|
Frank C. Marchisello
|
|
Print Title:
|
Vice President of Tanger GP Trust, its sole General Partner
|
/s/ James F. Williams
(seal)
|
||
Executive
|
|
|
Print Name:
|
James F. Williams
|
1.
|
EMPLOYMENT AND DUTIES
.
|
7.
|
SEVERANCE BENEFITS
.
|
8.
|
DEFINITIONS
.
|
9.
|
MISCELLANEOUS
.
|
If to Executive,
|
VIRGINIA R. SUMMERELL
|
|
to:
|
6 Independence Ct.
|
|
|
Greensboro, NC 27408
|
|
With a copy to:
|
|
|
|
|
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
||
(Company)
|
||
|
|
|
By:
|
/s/ Frank C. Marchisello
|
|
Print Name:
|
Frank C. Marchisello
|
|
Print Title:
|
Vice President of Tanger GP Trust, its sole General Partner
|
/s/ Virginia R. Summerell
(seal)
|
||
Executive
|
|
|
Print Name:
|
Virginia R. Summerell
|
1.
|
EMPLOYMENT AND DUTIES
.
|
7.
|
SEVERANCE BENEFITS
.
|
8.
|
DEFINITIONS
.
|
9.
|
MISCELLANEOUS
.
|
If to Company,
|
Tanger Properties Limited Partnership
|
|
to:
|
3200 Northline Avenue
|
|
|
Suite 360
|
|
|
Greensboro, NC 27408
|
|
|
Attention:
|
Frank C. Marchisello, Jr.
|
|
|
|
With a copy to:
|
Latham & Watkins LLP
|
|
|
885 Third Avenue
|
|
|
New York, NY 10022
|
|
|
Attention: Bradd L. Williamson
|
|
|
|
|
If to the Executive,
|
|
|
to:
|
The address set forth in the Company's records
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
||
By:
|
/s/ Frank C. Marchisello
|
|
Print Name:
|
Frank C. Marchisello
|
|
Print Title:
|
Executive Vice President
|
/s/ Manuel O. Jessup
(seal)
|
||
Executive
|
|
|
Print Name:
|
Manuel O. Jessup
|
|
Twelve months ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in losses of unconsolidated joint ventures and noncontrolling interests
(1) (2) (3)
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
|
$
|
28,729
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
1,005
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|
2,366
|
|
|||||
Amortization of capitalized interest
|
509
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|
465
|
|
|||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Portion of rent expense - interest factor
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Total earnings
|
113,007
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|
82,356
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|
1,811
|
|
|||||
Portion of rent expense - interest factor
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Total fixed charges
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
45,069
|
|
|
$
|
39,737
|
|
|
$
|
52,607
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.1
|
|
|
2.1
|
|
|
1.9
|
|
|
2.9
|
|
|
1.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings (losses) of unconsolidated joint ventures, noncontrolling interests and discontinued operations
(1) (2) (3)
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
|
$
|
28,729
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
1,005
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|
2,366
|
|
|||||
Amortization of capitalized interest
|
509
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|
465
|
|
|||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Portion of rent expense - interest factor
|
1,938
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Total Earnings
|
113,037
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|
82,356
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges and preferred share dividends:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|
1,811
|
|
|||||
Portion of rent expense - interest factor
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Preferred share dividends
|
—
|
|
|
—
|
|
|
5,297
|
|
|
5,625
|
|
|
5,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total combined fixed charges and preferred share dividends
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
50,366
|
|
|
$
|
45,362
|
|
|
$
|
58,232
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred share dividends
|
2.1
|
|
|
2.1
|
|
|
1.7
|
|
|
2.5
|
|
|
1.4
|
|
|
Twelve months ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in losses of unconsolidated joint ventures and noncontrolling interests
(1) (2) (3)
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
|
$
|
28,729
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
1,005
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|
2,366
|
|
|||||
Amortization of capitalized interest
|
509
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|
465
|
|
|||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Portion of rent expense - interest factor
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Total earnings
|
113,007
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|
82,356
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|
1,811
|
|
|||||
Portion of rent expense - interest factor
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Total fixed charges
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
45,069
|
|
|
$
|
39,737
|
|
|
$
|
52,607
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
2.1
|
|
|
2.1
|
|
|
1.9
|
|
|
2.9
|
|
|
1.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before equity in earnings (losses) of unconsolidated joint ventures and discontinued operations
(1) (2) (3)
|
$
|
59,771
|
|
|
$
|
52,554
|
|
|
$
|
38,806
|
|
|
$
|
74,221
|
|
|
$
|
28,729
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributed income of unconsolidated joint ventures
|
1,005
|
|
|
499
|
|
|
653
|
|
|
660
|
|
|
2,366
|
|
|||||
Amortization of capitalized interest
|
509
|
|
|
507
|
|
|
492
|
|
|
474
|
|
|
465
|
|
|||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Portion of rent expense - interest factor
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Total earnings
|
113,007
|
|
|
100,880
|
|
|
83,493
|
|
|
114,782
|
|
|
82,356
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges and preferred unit distributions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
49,814
|
|
|
45,382
|
|
|
41,789
|
|
|
37,684
|
|
|
49,628
|
|
|||||
Capitalized interest and capitalized amortization of debt issue costs
|
1,233
|
|
|
413
|
|
|
1,527
|
|
|
310
|
|
|
1,811
|
|
|||||
Portion of rent expense - interest factor
|
1,908
|
|
|
1,938
|
|
|
1,753
|
|
|
1,743
|
|
|
1,168
|
|
|||||
Preferred unit distributions
|
—
|
|
|
—
|
|
|
5,297
|
|
|
5,625
|
|
|
5,625
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total combined fixed charges and preferred unit distributions
|
$
|
52,955
|
|
|
$
|
47,733
|
|
|
$
|
50,366
|
|
|
$
|
45,362
|
|
|
$
|
58,232
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to combined fixed charges and preferred unit distributions
|
2.1
|
|
|
2.1
|
|
|
1.7
|
|
|
2.5
|
|
|
1.4
|
|
1.
|
I have reviewed this annual report on Form 10-K of Tanger Factory Outlet Centers, Inc. for the year ended
December 31, 2012
;
|
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
|
(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.
|
1.
|
I have reviewed this annual report on Form 10-K of Tanger Factory Outlet Centers, Inc. for the year ended
December 31, 2012
;
|
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
|
(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.
|
|
|||
1
|
I have reviewed this annual report on Form 10-K of Tanger Properties Limited Partnership for the year ended December 31, 2012;
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2
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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;
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3
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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;
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4
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5
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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):
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(a)
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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
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(b)
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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.
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Date:
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February 27, 2013
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/s/ Steven B. Tanger
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Steven B. Tanger
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President and Chief Executive Officer
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Tanger GP Trust, sole general partner of the Operating Partnership
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1
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I have reviewed this annual report on Form 10-K of Tanger Properties Limited Partnership for the year ended December 31, 2012;
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2
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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;
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3
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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;
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4
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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:
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|
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(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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5
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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):
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(a)
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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
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(b)
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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.
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Date:
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February 27, 2013
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/s/ Frank C. Marchisello, Jr.
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Frank C. Marchisello, Jr.
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Vice-President and Treasurer
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Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
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Date:
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February 27, 2013
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/s/ Steven B. Tanger
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Steven B. Tanger
President and Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
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Date:
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February 27, 2013
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/s/ Frank C. Marchisello, Jr.
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Frank C. Marchisello, Jr.
Executive Vice President and Chief Financial Officer Tanger Factory Outlet Centers, Inc.
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(i)
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the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2012 (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
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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Date:
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February 27, 2013
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/s/ Steven B. Tanger
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Steven B. Tanger
|
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President and Chief Executive Officer
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Tanger GP Trust, sole general partner of the Operating Partnership
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(i)
|
the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2012 (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
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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Date:
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February 27, 2013
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/s/ Frank C. Marchisello, Jr.
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Frank C. Marchisello, Jr.
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Vice President and Treasurer
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
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