|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
North Carolina (Tanger Factory Outlet Centers, Inc.)
|
56-1815473
|
North Carolina (Tanger Properties Limited Partnership)
|
56-1822494
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
3200 Northline Avenue, Suite 360, Greensboro, NC 27408
|
|
(Address of principal executive offices)
|
|
|
|
(336) 292-3010
|
|
(Registrant's telephone number)
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
Tanger Factory Outlet Centers, Inc.
|
Yes
x
No
o
|
Tanger Properties Limited Partnership
|
Yes
x
No
o
|
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
||
x
Large accelerated filer
|
|
o
Accelerated filer
|
|
o
Non-accelerated filer
|
|
o
Smaller reporting company
|
Tanger Properties Limited Partnership
|
|
|
|
|
||
o
Large accelerated filer
|
|
o
Accelerated filer
|
|
x
Non-accelerated filer
|
|
o
Smaller reporting company
|
Tanger Factory Outlet Centers, Inc.
|
Yes
o
No
x
|
Tanger Properties Limited Partnership
|
Yes
o
No
x
|
•
|
enhancing investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
|
•
|
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
Consolidated financial statements;
|
•
|
The following notes to the consolidated financial statements:
|
•
|
Debt of the Company and the Operating Partnership;
|
•
|
Shareholders' Equity and Partners' Equity;
|
•
|
Share-Based Compensation of the Company and Equity-Based Compensation of the Operating Partnership;
|
•
|
Earnings Per Share and Earnings Per Unit;
|
•
|
Accumulated Other Comprehensive Income of the Company and the Operating Partnership
|
•
|
Liquidity and Capital Resources in the Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Page Number
|
Part I. Financial Information
|
|
Item 1.
|
|
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC.
(Unaudited)
|
|
Consolidated Balance Sheets - as of March 31, 2013 and December 31, 2012
|
|
Consolidated Statements of Operations - for the three months ended March 31, 2013 and 2012
|
|
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2013 and 2012
|
|
Consolidated Statements of Equity - for the three months ended March 31, 2013 and the year ended December 31, 2012
|
|
Consolidated Statements of Cash Flows - for the three months ended March 31, 2013 and 2012
|
|
|
|
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP
(Unaudited)
|
|
Consolidated Balance Sheets - as of March 31, 2013 and December 31, 2012
|
|
Consolidated Statements of Operations - for the three months ended March 31, 2013 and 2012
|
|
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2013 and 2012
|
|
Consolidated Statements of Equity - for the three months ended March 31, 2013 and the year ended December 31, 2012
|
|
Consolidated Statements of Cash Flows - for the three months ended March 31, 2013 and 2012
|
|
|
|
Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership
|
|
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
|
|
|
Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership)
|
|
|
|
Part II. Other Information
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
Item 4. Mine Safety Disclosure
|
|
|
|
Item 6. Exhibits
|
|
|
|
Signatures
|
|
|
March 31,
2013
|
|
December 31,
2012
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
148,002
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
1,802,160
|
|
|
1,796,042
|
|
||
Construction in progress
|
|
6,336
|
|
|
3,308
|
|
||
|
|
1,956,498
|
|
|
1,947,352
|
|
||
Accumulated depreciation
|
|
(600,713
|
)
|
|
(582,859
|
)
|
||
Total rental property, net
|
|
1,355,785
|
|
|
1,364,493
|
|
||
Cash and cash equivalents
|
|
2,691
|
|
|
10,335
|
|
||
Investments in unconsolidated joint ventures
|
|
133,982
|
|
|
126,632
|
|
||
Deferred lease costs and other intangibles, net
|
|
97,328
|
|
|
101,040
|
|
||
Deferred debt origination costs, net
|
|
8,534
|
|
|
9,083
|
|
||
Prepaids and other assets
|
|
63,353
|
|
|
60,842
|
|
||
Total assets
|
|
$
|
1,661,673
|
|
|
$
|
1,672,425
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Debt
|
|
|
|
|
|
|
||
Senior, unsecured notes (net of discount of $1,897 and $1,967, respectively)
|
|
$
|
548,103
|
|
|
$
|
548,033
|
|
Unsecured term loans (net of discount of $509 and $547, respectively)
|
|
259,491
|
|
|
259,453
|
|
||
Mortgages payable (including premiums of $6,085 and $6,362, respectively)
|
|
105,346
|
|
|
107,745
|
|
||
Unsecured lines of credit
|
|
174,917
|
|
|
178,306
|
|
||
Total debt
|
|
1,087,857
|
|
|
1,093,537
|
|
||
Construction trade payables
|
|
7,744
|
|
|
7,084
|
|
||
Accounts payable and accrued expenses
|
|
37,957
|
|
|
41,149
|
|
||
Other liabilities
|
|
16,676
|
|
|
16,780
|
|
||
Total liabilities
|
|
1,150,234
|
|
|
1,158,550
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
|
||
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
|
|
||
Common shares, $.01 par value, 300,000,000 shares authorized, 94,415,137 and 94,061,384 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively
|
|
944
|
|
|
941
|
|
||
Paid in capital
|
|
768,702
|
|
|
766,056
|
|
||
Accumulated distributions in excess of net income
|
|
(289,880
|
)
|
|
(285,588
|
)
|
||
Accumulated other comprehensive income
|
|
1,179
|
|
|
1,200
|
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
480,945
|
|
|
482,609
|
|
||
Equity attributable to noncontrolling interests
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
24,184
|
|
|
24,432
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
6,310
|
|
|
6,834
|
|
||
Total equity
|
|
511,439
|
|
|
513,875
|
|
||
Total liabilities and equity
|
|
$
|
1,661,673
|
|
|
$
|
1,672,425
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Revenues
|
|
|
|
|
||||
Base rentals
|
|
$
|
59,244
|
|
|
$
|
57,219
|
|
Percentage rentals
|
|
2,017
|
|
|
1,744
|
|
||
Expense reimbursements
|
|
25,306
|
|
|
23,673
|
|
||
Other income
|
|
2,122
|
|
|
1,607
|
|
||
Total revenues
|
|
88,689
|
|
|
84,243
|
|
||
Expenses
|
|
|
|
|
|
|||
Property operating
|
|
28,135
|
|
|
26,088
|
|
||
General and administrative
|
|
9,572
|
|
|
10,020
|
|
||
Acquisition costs
|
|
179
|
|
|
—
|
|
||
Depreciation and amortization
|
|
22,288
|
|
|
25,515
|
|
||
Total expenses
|
|
60,174
|
|
|
61,623
|
|
||
Operating income
|
|
28,515
|
|
|
22,620
|
|
||
Interest expense
|
|
12,876
|
|
|
12,334
|
|
||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
15,639
|
|
|
10,286
|
|
||
Equity in earnings (losses) of unconsolidated joint ventures
|
|
590
|
|
|
(1,452
|
)
|
||
Net income
|
|
16,229
|
|
|
8,834
|
|
||
Noncontrolling interests in Operating Partnership
|
|
(789
|
)
|
|
(713
|
)
|
||
Noncontrolling interests in other consolidated partnerships
|
|
(1
|
)
|
|
7
|
|
||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
15,439
|
|
|
$
|
8,128
|
|
|
|
|
|
|
||||
Basic earnings per common share
|
|
|
|
|
||||
Net income
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
Diluted earnings per common share
|
|
|
|
|
||||
Net income
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
|
|
|
|
|
||||
Dividends paid per common share
|
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net income
|
|
$
|
16,229
|
|
|
$
|
8,834
|
|
Other comprehensive loss
|
|
|
|
|
||||
Reclassification adjustment for amortization of gain on settlement of US treasury rate lock included in net income
|
|
(90
|
)
|
|
(86
|
)
|
||
Foreign currency translation adjustments
|
|
68
|
|
|
(6
|
)
|
||
Other comprehensive loss
|
|
(22
|
)
|
|
(92
|
)
|
||
Comprehensive income
|
|
16,207
|
|
|
8,742
|
|
||
Comprehensive income attributable to noncontrolling interests
|
|
(789
|
)
|
|
(700
|
)
|
||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
15,418
|
|
|
$
|
8,042
|
|
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive income
|
Total Tanger Factory Outlet Centers, Inc. equity
|
Noncontrolling interests 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
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share and per share data, unaudited)
(Continued)
|
|||||||||||||||||||||||||
|
|
Common shares
|
Paid in capital
|
Accumulated distributions in excess of earnings
|
Accumulated other comprehensive income
|
Total Tanger Factory Outlet Centers, Inc. equity
|
Noncontrolling interests in Operating Partnership
|
Noncontrolling
interests in
other consolidated partnerships
|
Total
equity
|
||||||||||||||||
Balance, December 31, 2012
|
|
$
|
941
|
|
$
|
766,056
|
|
$
|
(285,588
|
)
|
$
|
1,200
|
|
$
|
482,609
|
|
$
|
24,432
|
|
$
|
6,834
|
|
$
|
513,875
|
|
Net income
|
|
—
|
|
—
|
|
15,439
|
|
—
|
|
15,439
|
|
789
|
|
1
|
|
16,229
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(21
|
)
|
(21
|
)
|
(1
|
)
|
—
|
|
(22
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
2,496
|
|
—
|
|
—
|
|
2,496
|
|
—
|
|
—
|
|
2,496
|
|
||||||||
Issuance of 7,200 common shares upon exercise of options
|
|
—
|
|
117
|
|
—
|
|
—
|
|
117
|
|
—
|
|
—
|
|
117
|
|
||||||||
Grant of 337,373 restricted shares, net of forfeitures
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
36
|
|
—
|
|
—
|
|
36
|
|
(36
|
)
|
—
|
|
—
|
|
||||||||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(525
|
)
|
(525
|
)
|
||||||||
Exchange of 3,545 Operating Partnership units for 14,180 common shares
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($.21 per share)
|
|
—
|
|
—
|
|
(19,731
|
)
|
—
|
|
(19,731
|
)
|
—
|
|
—
|
|
(19,731
|
)
|
||||||||
Distributions to noncontrolling interests in Operating Partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,000
|
)
|
—
|
|
(1,000
|
)
|
||||||||
Balance,
March 31, 2013
|
|
$
|
944
|
|
$
|
768,702
|
|
$
|
(289,880
|
)
|
$
|
1,179
|
|
$
|
480,945
|
|
$
|
24,184
|
|
$
|
6,310
|
|
$
|
511,439
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
|
$
|
16,229
|
|
|
$
|
8,834
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
22,288
|
|
|
25,515
|
|
||
Amortization of deferred financing costs
|
|
603
|
|
|
561
|
|
||
Equity in (earnings) losses of unconsolidated joint ventures
|
|
(590
|
)
|
|
1,452
|
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
293
|
|
|
237
|
|
||
Share-based compensation expense
|
|
2,460
|
|
|
3,391
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
(259
|
)
|
|
(248
|
)
|
||
Net accretion of market rent rate adjustments
|
|
(27
|
)
|
|
(234
|
)
|
||
Straight-line rent adjustments
|
|
(1,088
|
)
|
|
(997
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
(1,313
|
)
|
|
(1,287
|
)
|
||
Accounts payable and accrued expenses
|
|
(3,305
|
)
|
|
5,373
|
|
||
Net cash provided by operating activities
|
|
35,291
|
|
|
42,597
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(8,495
|
)
|
|
(8,335
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(9,751
|
)
|
|
(21,371
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
1,221
|
|
|
63
|
|
||
Additions to deferred lease costs
|
|
(648
|
)
|
|
(1,329
|
)
|
||
Net cash used in investing activities
|
|
(17,673
|
)
|
|
(30,972
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash dividends paid
|
|
(19,731
|
)
|
|
(18,156
|
)
|
||
Distributions to noncontrolling interests in Operating Partnership
|
|
(1,000
|
)
|
|
(1,488
|
)
|
||
Proceeds from debt issuances
|
|
80,246
|
|
|
341,781
|
|
||
Repayments of debt
|
|
(84,313
|
)
|
|
(328,432
|
)
|
||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
(525
|
)
|
|
—
|
|
||
Additions to deferred financing costs
|
|
(56
|
)
|
|
(2,483
|
)
|
||
Proceeds from exercise of options
|
|
117
|
|
|
46
|
|
||
Net cash used in financing activities
|
|
(25,262
|
)
|
|
(8,732
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(7,644
|
)
|
|
2,893
|
|
||
Cash and cash equivalents, beginning of period
|
|
10,335
|
|
|
7,894
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
2,691
|
|
|
$
|
10,787
|
|
|
|
March 31,
2013
|
|
December 31,
2012
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
148,002
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
1,802,160
|
|
|
1,796,042
|
|
||
Construction in progress
|
|
6,336
|
|
|
3,308
|
|
||
|
|
1,956,498
|
|
|
1,947,352
|
|
||
Accumulated depreciation
|
|
(600,713
|
)
|
|
(582,859
|
)
|
||
Total rental property, net
|
|
1,355,785
|
|
|
1,364,493
|
|
||
Cash and cash equivalents
|
|
2,612
|
|
|
10,295
|
|
||
Investments in unconsolidated joint ventures
|
|
133,982
|
|
|
126,632
|
|
||
Deferred lease costs and other intangibles, net
|
|
97,328
|
|
|
101,040
|
|
||
Deferred debt origination costs, net
|
|
8,534
|
|
|
9,083
|
|
||
Prepaids and other assets
|
|
62,832
|
|
|
60,408
|
|
||
Total assets
|
|
$
|
1,661,073
|
|
|
$
|
1,671,951
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $1,897 and $1,967, respectively)
|
|
$
|
548,103
|
|
|
$
|
548,033
|
|
Unsecured term loans (net of discount of $509 and $547, respectively)
|
|
259,491
|
|
|
259,453
|
|
||
Mortgages payable (including premiums of $6,085 and $6,362, respectively)
|
|
105,346
|
|
|
107,745
|
|
||
Unsecured lines of credit
|
|
174,917
|
|
|
178,306
|
|
||
Total debt
|
|
1,087,857
|
|
|
1,093,537
|
|
||
Construction trade payables
|
|
7,744
|
|
|
7,084
|
|
||
Accounts payable and accrued expenses
|
|
37,357
|
|
|
40,675
|
|
||
Other liabilities
|
|
16,676
|
|
|
16,780
|
|
||
Total liabilities
|
|
1,149,634
|
|
|
1,158,076
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
||||
Partners' Equity
|
|
|
|
|
||||
General partner
|
|
4,676
|
|
|
4,720
|
|
||
Limited partners
|
|
499,368
|
|
|
501,214
|
|
||
Accumulated other comprehensive income
|
|
1,085
|
|
|
1,107
|
|
||
Total partners' equity
|
|
505,129
|
|
|
507,041
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
6,310
|
|
|
6,834
|
|
||
Total equity
|
|
511,439
|
|
|
513,875
|
|
||
Total liabilities and equity
|
|
$
|
1,661,073
|
|
|
$
|
1,671,951
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Revenues
|
|
|
|
|
||||
Base rentals
|
|
$
|
59,244
|
|
|
$
|
57,219
|
|
Percentage rentals
|
|
2,017
|
|
|
1,744
|
|
||
Expense reimbursements
|
|
25,306
|
|
|
23,673
|
|
||
Other income
|
|
2,122
|
|
|
1,607
|
|
||
Total revenues
|
|
88,689
|
|
|
84,243
|
|
||
Expenses
|
|
|
|
|
|
|
||
Property operating
|
|
28,135
|
|
|
26,088
|
|
||
General and administrative
|
|
9,572
|
|
|
10,020
|
|
||
Acquisition costs
|
|
179
|
|
|
—
|
|
||
Depreciation and amortization
|
|
22,288
|
|
|
25,515
|
|
||
Total expenses
|
|
60,174
|
|
|
61,623
|
|
||
Operating income
|
|
28,515
|
|
|
22,620
|
|
||
Interest expense
|
|
12,876
|
|
|
12,334
|
|
||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
15,639
|
|
|
10,286
|
|
||
Equity in earnings (losses) of unconsolidated joint ventures
|
|
590
|
|
|
(1,452
|
)
|
||
Net income
|
|
16,229
|
|
|
8,834
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
(1
|
)
|
|
7
|
|
||
Net income available to partners
|
|
16,228
|
|
|
8,841
|
|
||
Net income available to limited partners
|
|
16,062
|
|
|
8,750
|
|
||
Net income available to general partner
|
|
$
|
166
|
|
|
$
|
91
|
|
|
|
|
|
|
||||
Basic earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.66
|
|
|
$
|
0.36
|
|
Diluted earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.65
|
|
|
$
|
0.35
|
|
|
|
|
|
|
||||
Distribution paid per common unit
|
|
$
|
0.84
|
|
|
$
|
0.80
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Net income
|
|
$
|
16,229
|
|
|
$
|
8,834
|
|
Other comprehensive loss
|
|
|
|
|
||||
Reclassification adjustment for amortization of gain on settlement of US treasury rate lock included in net income
|
|
(90
|
)
|
|
(86
|
)
|
||
Foreign currency translation adjustments
|
|
68
|
|
|
(6
|
)
|
||
Other comprehensive loss
|
|
(22
|
)
|
|
(92
|
)
|
||
Comprehensive income
|
|
16,207
|
|
|
8,742
|
|
||
Comprehensive income attributable to noncontrolling interests in consolidated partnerships
|
|
1
|
|
|
7
|
|
||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
16,208
|
|
|
$
|
8,749
|
|
|
|
General partner
|
Limited partners
|
Accumulated other comprehensive income
|
Total partners' equity
|
Noncontrolling interests in consolidated partnerships
|
Total equity
|
||||||||||||
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 ($3.32 per common unit)
|
|
(830
|
)
|
(81,004
|
)
|
—
|
|
(81,834
|
)
|
—
|
|
(81,834
|
)
|
||||||
Balance, December 31, 2012
|
|
4,720
|
|
501,214
|
|
1,107
|
|
507,041
|
|
6,834
|
|
513,875
|
|
||||||
Net income
|
|
166
|
|
16,062
|
|
—
|
|
16,228
|
|
1
|
|
16,229
|
|
||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
(22
|
)
|
(22
|
)
|
—
|
|
(22
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
2,496
|
|
—
|
|
2,496
|
|
—
|
|
2,496
|
|
||||||
Issuance of 1,800 common units upon exercise of options
|
|
—
|
|
117
|
|
—
|
|
117
|
|
—
|
|
117
|
|
||||||
Grant of 84,343 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(525
|
)
|
(525
|
)
|
||||||
Common distributions ($.84 per common unit)
|
|
(210
|
)
|
(20,521
|
)
|
—
|
|
(20,731
|
)
|
—
|
|
(20,731
|
)
|
||||||
Balance, March 31, 2013
|
|
$
|
4,676
|
|
$
|
499,368
|
|
$
|
1,085
|
|
$
|
505,129
|
|
$
|
6,310
|
|
$
|
511,439
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
16,229
|
|
|
$
|
8,834
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
22,288
|
|
|
25,515
|
|
||
Amortization of deferred financing costs
|
|
603
|
|
|
561
|
|
||
Equity in (earnings) losses of unconsolidated joint ventures
|
|
(590
|
)
|
|
1,452
|
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
293
|
|
|
237
|
|
||
Equity-based compensation expense
|
|
2,460
|
|
|
3,391
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
(259
|
)
|
|
(248
|
)
|
||
Net accretion of market rent rate adjustments
|
|
(27
|
)
|
|
(234
|
)
|
||
Straight-line rent adjustments
|
|
(1,088
|
)
|
|
(997
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
(1,226
|
)
|
|
(1,072
|
)
|
||
Accounts payable and accrued expenses
|
|
(3,431
|
)
|
|
5,114
|
|
||
Net cash provided by operating activities
|
|
35,252
|
|
|
42,553
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(8,495
|
)
|
|
(8,335
|
)
|
||
Additions to investments in unconsolidated joint ventures
|
|
(9,751
|
)
|
|
(21,371
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
1,221
|
|
|
63
|
|
||
Additions to deferred lease costs
|
|
(648
|
)
|
|
(1,329
|
)
|
||
Net cash used in investing activities
|
|
(17,673
|
)
|
|
(30,972
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash distributions paid
|
|
(20,731
|
)
|
|
(19,644
|
)
|
||
Proceeds from debt issuances
|
|
80,246
|
|
|
341,781
|
|
||
Repayments of debt
|
|
(84,313
|
)
|
|
(328,432
|
)
|
||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
(525
|
)
|
|
—
|
|
||
Additions to deferred financing costs
|
|
(56
|
)
|
|
(2,483
|
)
|
||
Proceeds from exercise of options
|
|
117
|
|
|
46
|
|
||
Net cash used in financing activities
|
|
(25,262
|
)
|
|
(8,732
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(7,683
|
)
|
|
2,849
|
|
||
Cash and cash equivalents, beginning of period
|
|
10,295
|
|
|
7,866
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
2,612
|
|
|
$
|
10,715
|
|
As of March 31, 2013
|
||||||||||||||||
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
|
|
|
$
|
2.4
|
|
|
$
|
246.9
|
|
Galveston/Houston
|
|
Texas City, Texas
|
|
50.0
|
%
|
|
352,705
|
|
|
39.8
|
|
|
—
|
|
||
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
%
|
|
—
|
|
|
2.6
|
|
|
—
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
434,562
|
|
|
66.8
|
|
|
19.5
|
|
||
Westgate
|
|
Glendale, Arizona
|
|
58.0
|
%
|
|
332,234
|
|
|
19.6
|
|
|
38.6
|
|
||
Wisconsin Dells
|
|
Wisconsin Dells, Wisconsin
|
|
50.0
|
%
|
|
265,086
|
|
|
2.6
|
|
|
24.3
|
|
||
Other
|
|
|
|
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
134.0
|
|
|
$
|
329.3
|
|
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
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Fee:
|
|
|
|
|
||||
Development
|
|
$
|
71
|
|
|
$
|
—
|
|
Loan Guarantee
|
|
40
|
|
|
—
|
|
||
Management and leasing
|
|
844
|
|
|
479
|
|
||
Marketing
|
|
110
|
|
|
53
|
|
||
Total Fees
|
|
$
|
1,065
|
|
|
$
|
532
|
|
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
|
Summary Balance Sheets - Unconsolidated Joint Ventures
|
|
March 31,
2013
|
|
December 31,
2012
|
||||
Assets
|
|
|
|
|
|
|
||
Land
|
|
$
|
95,748
|
|
|
$
|
96,455
|
|
Buildings, improvements and fixtures
|
|
495,958
|
|
|
493,424
|
|
||
Construction in progress, including land
|
|
21,974
|
|
|
16,338
|
|
||
|
|
613,680
|
|
|
606,217
|
|
||
Accumulated depreciation
|
|
(68,667
|
)
|
|
(62,547
|
)
|
||
Total rental property, net
|
|
545,013
|
|
|
543,670
|
|
||
Assets held for sale
(1)
|
|
—
|
|
|
1,828
|
|
||
Cash and cash equivalents
|
|
20,531
|
|
|
21,879
|
|
||
Deferred lease costs, net
|
|
23,080
|
|
|
24,411
|
|
||
Deferred debt origination costs, net
|
|
4,399
|
|
|
5,213
|
|
||
Prepaids and other assets
|
|
24,900
|
|
|
25,350
|
|
||
Total assets
|
|
$
|
617,923
|
|
|
$
|
622,351
|
|
Liabilities and Owners' Equity
|
|
|
|
|
|
|
||
Mortgages payable
|
|
$
|
329,262
|
|
|
$
|
325,192
|
|
Construction trade payables
|
|
14,232
|
|
|
21,734
|
|
||
Accounts payable and other liabilities
|
|
16,726
|
|
|
31,944
|
|
||
Total liabilities
|
|
360,220
|
|
|
378,870
|
|
||
Owners' equity
|
|
257,703
|
|
|
243,481
|
|
||
Total liabilities and owners' equity
|
|
$
|
617,923
|
|
|
$
|
622,351
|
|
|
|
Three months ended
|
||||||
Summary Statements of Operations
|
|
March 31,
|
||||||
- Unconsolidated Joint Ventures
|
|
2013
|
|
2012
|
||||
Revenues
|
|
$
|
21,395
|
|
|
$
|
11,658
|
|
Expenses
|
|
|
|
|
|
|||
Property operating
|
|
8,803
|
|
|
4,891
|
|
||
General and administrative
|
|
485
|
|
|
163
|
|
||
Acquisition costs
|
|
421
|
|
|
704
|
|
||
Abandoned development costs
|
|
—
|
|
|
954
|
|
||
Depreciation and amortization
|
|
7,384
|
|
|
4,608
|
|
||
Total expenses
|
|
17,093
|
|
|
11,320
|
|
||
Operating income
|
|
4,302
|
|
|
338
|
|
||
Interest expense
|
|
4,052
|
|
|
3,829
|
|
||
Net income (loss)
|
|
$
|
250
|
|
|
$
|
(3,491
|
)
|
|
|
|
|
|
||||
The Company and Operating Partnership's share of:
|
||||||||
Net income (loss)
|
|
$
|
590
|
|
|
$
|
(1,452
|
)
|
Depreciation and impairment charge (real estate related)
|
|
$
|
3,173
|
|
|
$
|
1,815
|
|
|
|
|
|
|
|
As of
|
|
As of
|
|||||||||||||
|
|
|
|
|
|
March 31, 2013
|
|
December 31, 2012
|
|||||||||||||
|
|
Stated Interest Rate(s)
|
|
Maturity Date
|
|
Principal
|
|
Premium
(Discount)
|
|
Principal
|
|
Premium
(Discount)
|
|||||||||
Senior, unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior notes
|
|
6.15
|
%
|
|
November 2015
|
|
$
|
250,000
|
|
|
$
|
(291
|
)
|
|
$
|
250,000
|
|
|
$
|
(317
|
)
|
Senior notes
|
|
6.125
|
%
|
|
June 2020
|
|
300,000
|
|
|
(1,606
|
)
|
|
300,000
|
|
|
(1,650
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Atlantic City
|
|
5.14%-7.65%
|
|
|
November 2021- December 2026
|
|
50,346
|
|
|
4,385
|
|
|
52,212
|
|
|
4,495
|
|
||||
Ocean City
|
|
5.24
|
%
|
|
January 2016
|
|
18,451
|
|
|
263
|
|
|
18,540
|
|
|
285
|
|
||||
Hershey
|
|
5.17%-8.00%
|
|
|
August 2015
|
|
30,464
|
|
|
1,437
|
|
|
30,631
|
|
|
1,581
|
|
||||
Note payable
(1)
|
|
1.50
|
%
|
|
June 2016
|
|
10,000
|
|
|
(509
|
)
|
|
10,000
|
|
|
(546
|
)
|
||||
Unsecured term loan
(2)
|
|
LIBOR + 1.80%
|
|
|
February 2019
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
||||
Unsecured lines of credit
(3)
|
|
LIBOR + 1.25%
|
|
|
November 2015
|
|
174,917
|
|
|
—
|
|
|
178,306
|
|
|
—
|
|
||||
|
|
|
|
|
|
$
|
1,084,178
|
|
|
$
|
3,679
|
|
|
$
|
1,089,689
|
|
|
$
|
3,848
|
|
(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
March 31, 2013
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
|
|
$
|
2,564
|
|
2014
|
|
3,603
|
|
|
2015
|
|
457,260
|
|
|
2016
|
|
30,283
|
|
|
2017
|
|
3,008
|
|
|
Thereafter
|
|
587,460
|
|
|
Subtotal
|
|
1,084,178
|
|
|
Net premiums
|
|
3,679
|
|
|
Total
|
|
$
|
1,087,857
|
|
|
|
March 31,
2013
|
|
December 31,
2012
|
||
Common units:
|
|
|
|
|
|
|
General partner
|
|
250,000
|
|
|
250,000
|
|
Limited partners
|
|
24,540,705
|
|
|
24,455,812
|
|
Total common units
|
|
24,790,705
|
|
|
24,705,812
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Restricted common shares
(1)
|
|
$
|
1,889
|
|
|
$
|
2,850
|
|
Notional unit performance awards
|
|
528
|
|
|
489
|
|
||
Options
|
|
43
|
|
|
52
|
|
||
Total share-based compensation
|
|
$
|
2,460
|
|
|
$
|
3,391
|
|
Unvested Restricted Common Shares
|
|
Number of shares
|
|
Weighted-average grant date fair value
|
|||
Unvested at December 31, 2012
|
|
1,047,993
|
|
|
$
|
24.39
|
|
Granted
|
|
349,373
|
|
|
31.01
|
|
|
Vested
|
|
(289,400
|
)
|
|
22.35
|
|
|
Forfeited
|
|
(12,000
|
)
|
|
25.61
|
|
|
Unvested at March 31, 2013
|
|
1,095,966
|
|
|
$
|
27.03
|
|
|
|
Three months ended March 31,
|
||||||
Restricted units
|
|
2013
|
|
2012
|
||||
Restricted units
(1)
|
|
$
|
1,924
|
|
|
$
|
2,850
|
|
Notional unit performance awards
|
|
506
|
|
|
489
|
|
||
Options
|
|
52
|
|
|
52
|
|
||
Total equity-based compensation
|
|
$
|
2,482
|
|
|
$
|
3,391
|
|
Unvested Restricted Units
|
|
Number of units
|
|
Weighted-average grant date fair value
|
|||
Unvested at December 31, 2012
|
|
261,998
|
|
|
$
|
97.56
|
|
Granted
|
|
87,343
|
|
|
124.04
|
|
|
Vested
|
|
(72,350
|
)
|
|
89.40
|
|
|
Forfeited
|
|
(3,000
|
)
|
|
102.44
|
|
|
Unvested at March 31, 2013
|
|
273,991
|
|
|
$
|
108.12
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Numerator
|
|
|
|
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
15,439
|
|
|
$
|
8,128
|
|
Less allocation of earnings to participating securities
|
|
(194
|
)
|
|
(158
|
)
|
||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
15,245
|
|
|
$
|
7,970
|
|
Denominator
|
|
|
|
|
||||
Basic weighted average common shares
|
|
93,132
|
|
|
89,671
|
|
||
Effect of notional units
|
|
805
|
|
|
1,096
|
|
||
Effect of outstanding options and restricted common shares
|
|
106
|
|
|
65
|
|
||
Diluted weighted average common shares
|
|
94,043
|
|
|
90,832
|
|
||
Basic earnings per common share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
Diluted earnings per common share:
|
|
|
|
|
||||
Net income
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Numerator
|
|
|
|
|
|
|||
Net income attributable to partners of the Operating Partnership
|
|
$
|
16,228
|
|
|
$
|
8,841
|
|
Less allocation of earnings to participating securities
|
|
(194
|
)
|
|
(158
|
)
|
||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
16,034
|
|
|
$
|
8,683
|
|
Denominator
|
|
|
|
|
||||
Basic weighted average common units
|
|
24,472
|
|
|
24,382
|
|
||
Effect of notional units
|
|
201
|
|
|
274
|
|
||
Effect of outstanding options and restricted common units
|
|
27
|
|
|
16
|
|
||
Diluted weighted average common units
|
|
24,700
|
|
|
24,672
|
|
||
Basic earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.66
|
|
|
$
|
0.36
|
|
Diluted earnings per common unit:
|
|
|
|
|
||||
Net income
|
|
$
|
0.65
|
|
|
$
|
0.35
|
|
|
|
Gain on cash flow hedges
(1)
|
|
Foreign currency items
|
|
Total
|
||||||
Balance, December 31, 2012
|
|
$
|
1,205
|
|
|
$
|
(5
|
)
|
|
$
|
1,200
|
|
Other comprehensive income before reclassifications
|
|
—
|
|
|
65
|
|
|
65
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(86
|
)
|
|
—
|
|
|
(86
|
)
|
|||
Net increase (decrease) in other comprehensive income
|
|
(86
|
)
|
|
65
|
|
|
(21
|
)
|
|||
Balance, March 31, 2013
|
|
$
|
1,119
|
|
|
$
|
60
|
|
|
$
|
1,179
|
|
(1)
|
Represents remaining amount of gain recorded to other comprehensive income in 2005 as a result of the settlement of a US Treasury index rate lock agreement. This agreement was unwound in the fourth quarter of 2005. The gain was recorded in other comprehensive income and is being amortized into earnings through interest expense using the effective interest method over a 10 year period that coincides with the interest payments associated with the
6.15%
senior unsecured notes due in 2015.
|
|
|
Gain on cash flow hedges
(1)
|
|
Foreign currency items
|
|
Total
|
||||||
Balance, December 31, 2012
|
|
$
|
1,112
|
|
|
$
|
(5
|
)
|
|
$
|
1,107
|
|
Other comprehensive income before reclassifications
|
|
—
|
|
|
68
|
|
|
68
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
|
(90
|
)
|
|
—
|
|
|
(90
|
)
|
|||
Net increase (decrease) in other comprehensive income
|
|
(90
|
)
|
|
68
|
|
|
(22
|
)
|
|||
Balance, March 31, 2013
|
|
$
|
1,022
|
|
|
$
|
63
|
|
|
$
|
1,085
|
|
(1)
|
Represents remaining amount of gain recorded to other comprehensive income in 2005 as a result of the settlement of a US Treasury index rate lock agreement. This agreement was unwound in the fourth quarter of 2005. The gain was recorded in other comprehensive income and is being amortized into earnings through interest expense using the effective interest method over a 10 year period that coincides with the interest payments associated with the
6.15%
senior unsecured notes due in 2015.
|
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
|
Center
|
|
Date Open
|
|
Purchase Price
(in millions)
|
|
Square Feet
(in thousands)
|
|
Centers
|
|
States
|
|||
As of January 1, 2012
|
|
|
|
|
|
10,724
|
|
|
36
|
|
|
24
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
|||
Locust Grove, GA
|
|
Second quarter 2012
|
|
|
|
26
|
|
|
—
|
|
|
—
|
|
Other
|
|
|
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
As of December 31, 2012
|
|
|
|
|
|
10,737
|
|
|
36
|
|
|
24
|
|
Expansion:
|
|
|
|
|
|
|
|
|
|
|
|||
Gonzales, LA
|
|
First and second quarter 2013
|
|
|
|
40
|
|
|
|
|
|
||
Other
|
|
|
|
|
|
7
|
|
|
—
|
|
|
—
|
|
As of March 31, 2013
|
|
|
|
|
|
10,784
|
|
|
36
|
|
|
24
|
|
Location
|
|
Square
|
|
%
|
|
Consolidated Outlet Centers
|
|
Feet
|
|
Occupied
|
|
Riverhead, New York
(1)
|
|
729,734
|
|
|
98
|
Rehoboth Beach, Delaware
(1)
|
|
568,975
|
|
|
98
|
Foley, Alabama
|
|
557,228
|
|
|
96
|
Atlantic City, New Jersey
(1)
|
|
489,762
|
|
|
94
|
San Marcos, Texas
|
|
441,929
|
|
|
99
|
Myrtle Beach Hwy 501, South Carolina
|
|
425,247
|
|
|
99
|
Sevierville, Tennessee
(1)
|
|
417,963
|
|
|
98
|
Jeffersonville, Ohio
|
|
411,776
|
|
|
99
|
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
|
|
|
97
|
Howell, Michigan
|
|
324,652
|
|
|
98
|
Locust Grove, Georgia
|
|
321,070
|
|
|
100
|
Mebane, North Carolina
|
|
318,910
|
|
|
100
|
Gonzales, Louisiana
|
|
318,666
|
|
|
99
|
Branson, Missouri
|
|
302,922
|
|
|
100
|
Park City, Utah
|
|
298,391
|
|
|
100
|
Westbrook, Connecticut
|
|
289,898
|
|
|
98
|
Williamsburg, Iowa
|
|
277,230
|
|
|
99
|
Lincoln City, Oregon
|
|
270,212
|
|
|
98
|
Lancaster, Pennsylvania
|
|
254,002
|
|
|
100
|
Tuscola, Illinois
|
|
250,439
|
|
|
94
|
Hershey, Pennsylvania
|
|
247,448
|
|
|
100
|
Tilton, New Hampshire
|
|
245,698
|
|
|
100
|
Hilton Head II, South Carolina
|
|
206,529
|
|
|
97
|
Fort Myers, Florida
|
|
198,877
|
|
|
94
|
Ocean City, Maryland
(1)
|
|
197,747
|
|
|
89
|
Terrell, Texas
|
|
177,800
|
|
|
97
|
Hilton Head I, South Carolina
|
|
177,199
|
|
|
100
|
Barstow, California
|
|
171,300
|
|
|
94
|
West Branch, Michigan
|
|
112,570
|
|
|
95
|
Blowing Rock, North Carolina
|
|
104,154
|
|
|
99
|
Nags Head, North Carolina
|
|
82,161
|
|
|
100
|
Kittery I, Maine
|
|
57,667
|
|
|
100
|
Kittery II, Maine
|
|
24,619
|
|
|
100
|
Totals
|
|
10,784,157
|
|
|
98
|
(1)
|
These properties or a portion thereof are subject to a ground lease.
|
Location
|
|
Square
|
|
%
|
|
Unconsolidated joint venture properties
|
|
Feet
|
|
Occupied
|
|
Deer Park, NY (33.3% owned)
|
|
741,981
|
|
|
92
|
Texas City, TX (50% owned)
|
|
352,705
|
|
|
97
|
Glendale, AZ (58% owned)
|
|
332,234
|
|
|
95
|
Wisconsin Dells, WI (50% owned)
|
|
265,086
|
|
|
100
|
Bromont, QC (50% owned)
|
|
162,943
|
|
|
89
|
Cookstown, ON (50% owned)
|
|
155,522
|
|
|
97
|
Saint-Sauveur, QC (50% owned)
|
|
116,097
|
|
|
100
|
Total
|
|
2,126,568
|
|
|
|
|
Three months ended March 31, 2013
|
||||||||||||||
|
# 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
|
90
|
|
294,000
|
|
$
|
29.76
|
|
$
|
42.31
|
|
8.77
|
|
$
|
24.94
|
|
Renewal
|
231
|
|
1,135,000
|
|
$
|
23.17
|
|
$
|
0.72
|
|
4.82
|
|
$
|
23.02
|
|
|
|
|
|
|
|
|
|||||||||
|
Three months ended March 31, 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
|
60
|
|
220,000
|
|
$
|
32.53
|
|
$
|
38.86
|
|
9.18
|
|
$
|
28.30
|
|
Renewal
|
188
|
|
921,000
|
|
$
|
21.97
|
|
$
|
—
|
|
4.58
|
|
$
|
21.97
|
|
(1)
|
Net average straight-line rentals is calculated by dividing the average tenant allowance costs per square foot by the average initial term and subtracting this calculated number from the average straight-line rent per year amount. The average annual straight-line rent disclosed in the table above includes all concessions, abatements and reimbursements of rent to te
nant
s. The average tenant allowance disclosed in the table above includes landlord costs.
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property base rentals
|
|
$
|
59,023
|
|
|
$
|
56,456
|
|
|
$
|
2,567
|
|
Termination fees
|
|
80
|
|
|
415
|
|
|
(335
|
)
|
|||
Amortization of above and below market rent adjustments, net
|
|
141
|
|
|
348
|
|
|
(207
|
)
|
|||
|
|
$
|
59,244
|
|
|
$
|
57,219
|
|
|
$
|
2,025
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property expense reimbursements
|
|
$
|
25,267
|
|
|
$
|
23,544
|
|
|
$
|
1,723
|
|
Termination fees allocated to expense reimbursements
|
|
39
|
|
|
129
|
|
|
(90
|
)
|
|||
|
|
$
|
25,306
|
|
|
$
|
23,673
|
|
|
$
|
1,633
|
|
|
|
Three months ended March 31, 2013
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
35,252
|
|
|
$
|
42,553
|
|
|
$
|
(7,301
|
)
|
Net cash used in investing activities
|
|
(17,673
|
)
|
|
(30,972
|
)
|
|
13,299
|
|
|||
Net cash used in financing activities
|
|
(25,262
|
)
|
|
(8,732
|
)
|
|
(16,530
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(7,683
|
)
|
|
$
|
2,849
|
|
|
$
|
(10,532
|
)
|
|
|
Three months ended March 31, 2013
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New center developments
|
|
$
|
4,220
|
|
|
$
|
2,336
|
|
|
$
|
1,884
|
|
Center redevelopment
|
|
—
|
|
|
62
|
|
|
(62
|
)
|
|||
Major center renovations
|
|
858
|
|
|
1,480
|
|
|
(622
|
)
|
|||
Second generation tenant allowances
|
|
1,885
|
|
|
5,537
|
|
|
(3,652
|
)
|
|||
Other capital expenditures
|
|
2,192
|
|
|
962
|
|
|
1,230
|
|
|||
|
|
9,155
|
|
|
10,377
|
|
|
(1,222
|
)
|
|||
Conversion from accrual to cash basis
|
|
(660
|
)
|
|
(2,042
|
)
|
|
1,382
|
|
|||
Additions to rental property-cash basis
|
|
$
|
8,495
|
|
|
$
|
8,335
|
|
|
$
|
160
|
|
•
|
New center development expenditures, which includes first generation tenant allowances, included expansions in Gonzales, Louisiana and Sevierville, Tennessee in the 2013 period. The 2012 period included an expansion in Locust Grove, Georgia.
|
•
|
Major center renovations in the 2013 period included renovation activities at our Gonzales, LA center. The 2012 period included on-going renovation efforts at the centers acquired during the second and third quarters of 2011.
|
Senior unsecured notes financial covenants
|
Required
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
<60%
|
46
|
%
|
Total secured debt to adjusted total assets
|
<40%
|
5
|
%
|
Total unencumbered assets to unsecured debt
|
>135%
|
198
|
%
|
Joint Venture
|
|
Center Location
|
|
Ownership
%
|
|
Square
Feet
|
|
Carrying Value
of Investment
(in millions)
|
||||
Deer Park
|
|
Deer Park, Long Island NY
|
|
33.3
|
%
|
|
741,981
|
|
|
$
|
2.4
|
|
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
%
|
|
352,705
|
|
|
39.8
|
|
|
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
%
|
|
—
|
|
|
2.6
|
|
|
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
434,562
|
|
|
66.8
|
|
|
Westgate
|
|
Glendale, Arizona
|
|
58.0
|
%
|
|
332,234
|
|
|
19.6
|
|
|
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
%
|
|
265,086
|
|
|
2.6
|
|
|
Other
|
|
|
|
|
|
—
|
|
|
0.2
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
134.0
|
|
Joint Venture
|
|
Total Joint
Venture Debt (in millions) |
|
Maturity Date
|
|
Interest Rate
|
||
Deer Park
(1)
|
|
$
|
246.9
|
|
|
May 2014
|
|
LIBOR + 3.50% to 5.00%
|
RioCan Canada
|
|
$
|
19.5
|
|
|
June 2015 and May 2020
|
|
5.10% to 5.75%
|
Westgate
|
|
$
|
38.6
|
|
|
June 2015
|
|
LIBOR + 1.75%
|
Wisconsin Dells
|
|
$
|
24.3
|
|
|
December 2022
|
|
LIBOR + 2.25%
|
(1)
|
See Deer Park paragraph above in this section for discussion of notice of default related to joint venture debt and applicable interest rates.
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Fee:
|
|
|
|
|
||||
Development
|
|
$
|
71
|
|
|
$
|
—
|
|
Loan Guarantee
|
|
40
|
|
|
—
|
|
||
Management and leasing
|
|
844
|
|
|
479
|
|
||
Marketing
|
|
110
|
|
|
53
|
|
||
Total Fees
|
|
$
|
1,065
|
|
|
$
|
532
|
|
•
|
FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
FFO does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements;
|
•
|
FFO, which includes discontinued operations, may not be indicative of our ongoing operations; and
|
•
|
Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
FUNDS FROM OPERATIONS
|
|
|
|
|
||||
Net income
|
|
$
|
16,229
|
|
|
$
|
8,834
|
|
Adjusted for:
|
|
|
|
|
||||
Depreciation and amortization uniquely significant to real estate - consolidated
|
|
22,043
|
|
|
25,301
|
|
||
Depreciation and amortization uniquely significant to real estate - unconsolidated joint ventures
|
|
3,173
|
|
|
1,815
|
|
||
Funds from operations (FFO)
|
|
41,445
|
|
|
35,950
|
|
||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(7
|
)
|
|
(2
|
)
|
||
Allocation of FFO to participating securities
|
|
(425
|
)
|
|
(308
|
)
|
||
Funds from operations available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
41,013
|
|
|
$
|
35,640
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
||||
Weighted average common shares outstanding
(1) (2)
|
|
98,798
|
|
|
98,690
|
|
||
Dilutive funds from operations per share
|
|
$
|
0.42
|
|
|
$
|
0.36
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
||||
Weighted average Operating Partnership units outstanding
(1)
|
|
24,700
|
|
|
24,672
|
|
||
Dilutive funds from operations per unit
|
|
$
|
1.66
|
|
|
$
|
1.44
|
|
(1)
|
Includes the dilutive effect of options, restricted shares not considered participating securities, and notional units.
|
(2)
|
Assumes the partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each unit held by the Family Limited Partners is exchangeable for four of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
|
•
|
AFFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
|
•
|
AFFO does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and AFFO does not reflect any cash requirements for such replacements;
|
•
|
AFFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
|
•
|
Other companies in our industry may calculate AFFO differently than we do, limiting its usefulness as a comparative measure.
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ADJUSTED FUNDS FROM OPERATIONS
|
|
|
|
|
||||
Funds from operations
|
|
$
|
41,445
|
|
|
$
|
35,950
|
|
Adjusted for non-core items:
|
|
|
|
|
||||
Acquisition costs
|
|
179
|
|
|
—
|
|
||
AFFO adjustments from unconsolidated joint ventures
(1)
|
|
211
|
|
|
686
|
|
||
Adjusted funds from operations (AFFO)
|
|
41,835
|
|
|
36,636
|
|
||
AFFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(7
|
)
|
|
(2
|
)
|
||
Allocation of AFFO to participating securities
|
|
(430
|
)
|
|
(314
|
)
|
||
Adjusted funds from operations available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
41,398
|
|
|
$
|
36,320
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
||||
Weighted average common shares outstanding
(2) (3)
|
|
98,798
|
|
|
98,690
|
|
||
Dilutive adjusted funds from operations per share
|
|
$
|
0.42
|
|
|
$
|
0.37
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
||||
Weighted average Operating Partnership units outstanding
(2)
|
|
24,700
|
|
|
24,672
|
|
||
Dilutive adjusted funds from operations per unit
|
|
$
|
1.68
|
|
|
$
|
1.47
|
|
(1)
|
Includes our share of acquisition costs, abandoned development costs and gain on early extinguishment of debt from unconsolidated joint ventures.
|
(2)
|
Includes the dilutive effect of options, restricted shares not considered participating securities, and notional units.
|
(3)
|
Assumes the partnership units of the Operating Partnership held by the noncontrolling interest are exchanged for common shares of the Company.
|
|
|
Three months ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
SAME CENTER NET OPERATING INCOME
|
|
|
|
|
||||
Income before equity in losses of unconsolidated joint ventures
|
|
$
|
15,639
|
|
|
$
|
10,286
|
|
Interest expense
|
|
12,876
|
|
|
12,334
|
|
||
Operating income
|
|
28,515
|
|
|
22,620
|
|
||
Adjusted to exclude:
|
|
|
|
|
||||
Depreciation and amortization
|
|
22,288
|
|
|
25,515
|
|
||
Other non-property income and losses
|
|
(1,319
|
)
|
|
(915
|
)
|
||
Acquisition costs
|
|
179
|
|
|
—
|
|
||
General and administrative expenses
|
|
9,572
|
|
|
10,020
|
|
||
Property net operating income
|
|
59,235
|
|
|
57,240
|
|
||
Less: non-cash adjustments and termination rents
(1)
|
|
(1,380
|
)
|
|
(1,924
|
)
|
||
Property net operating income - cash basis
|
|
57,855
|
|
|
55,316
|
|
||
Less: non-same center NOI
(2)
|
|
(3,239
|
)
|
|
(2,758
|
)
|
||
Total same center NOI - cash basis
|
|
$
|
54,616
|
|
|
$
|
52,558
|
|
(1)
|
Non-cash items include straight-line rent, net above and below market rent amortization and gains or losses on outparcel sales.
|
(2)
|
Centers excluded from same center NOI are as follows:
|
a.
|
Gonzales - Expansion to open in April 2013.
|
b.
|
Locust Grove - Expansion opened during April 2012.
|
TANGER FACTORY OUTLET CENTERS, INC.
|
|
By:
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
|
TANGER PROPERTIES LIMITED PARTNERSHIP
|
|
By: TANGER GP TRUST, its sole general partner
|
|
By:
|
/s/ Frank C. Marchisello, Jr.
|
|
Frank C. Marchisello, Jr.
|
|
Vice President and Treasurer
|
Exhibit Number
|
|
Exhibit Descriptions
|
|
10.1 *
|
|
|
Form of 2013 Outperformance Plan Notional Unit Award agreement.
|
|
|
|
|
12.1
|
|
|
Company's Ratio of Earnings to Fixed Charges.
|
|
|
|
|
12.2
|
|
|
Operating Partnership's Ratio of Earnings to Fixed Charges.
|
|
|
|
|
31.1
|
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
31.2
|
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
31.3
|
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
|
31.4
|
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
|
32.1
|
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
32.2
|
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
32.3
|
|
|
Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
|
32.4
|
|
|
Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 for Tanger Properties Limited Partnership.
|
|
|
|
|
101
|
|
|
The following financial statements from Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership's dual Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Other Comprehensive income (unaudited), (iv) Consolidated Statements of Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited).
|
|
|
|
|
*
|
|
|
Management contract or compensatory plan or arrangement.
|
|
Three months ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
|
$
|
15,639
|
|
|
$
|
10,286
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
293
|
|
|
237
|
|
||
Amortization of capitalized interest
|
127
|
|
|
127
|
|
||
Interest expense
|
12,876
|
|
|
12,334
|
|
||
Portion of rent expense - interest factor
|
511
|
|
|
516
|
|
||
Total earnings
|
29,446
|
|
|
23,500
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
12,876
|
|
|
12,334
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
48
|
|
|
163
|
|
||
Portion of rent expense - interest factor
|
511
|
|
|
516
|
|
||
Total fixed charges
|
$
|
13,435
|
|
|
$
|
13,013
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.2
|
|
|
1.8
|
|
||
|
|
|
|
|
Three months ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
|
$
|
15,639
|
|
|
$
|
10,286
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
293
|
|
|
237
|
|
||
Amortization of capitalized interest
|
127
|
|
|
127
|
|
||
Interest expense
|
12,876
|
|
|
12,334
|
|
||
Portion of rent expense - interest factor
|
511
|
|
|
516
|
|
||
Total earnings
|
29,446
|
|
|
23,500
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
12,876
|
|
|
12,334
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
48
|
|
|
163
|
|
||
Portion of rent expense - interest factor
|
511
|
|
|
516
|
|
||
Total fixed charges
|
$
|
13,435
|
|
|
$
|
13,013
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
2.2
|
|
|
1.8
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tanger Factory Outlet Centers, Inc. for the period ended
March 31, 2013
;
|
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 quarterly report on Form 10-Q of Tanger Factory Outlet Centers, Inc. for the period ended
March 31, 2013
;
|
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 quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2013;
|
||
|
|
||
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
|
||
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
|
|
||
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|
||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
||
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
|
|
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||
|
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|||
Date:
|
May 9, 2013
|
||
|
|||
/s/ Steven B. Tanger
|
|
||
Steven B. Tanger
|
|||
President and Chief Executive Officer
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
|
|
|||
1
|
I have reviewed this quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2013;
|
||
|
|
||
2
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
|
||
3
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
|
|
||
4
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
|
|
||
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
|
|
||
5
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
||
|
|
||
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|||
Date:
|
May 9, 2013
|
||
|
|||
/s/ Frank C. Marchisello, Jr.
|
|
||
Frank C. Marchisello, Jr.
|
|||
Vice-President and Treasurer
|
|||
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|
Date:
|
May 9, 2013
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
President and Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date:
|
May 9, 2013
|
/s/ Frank C. Marchisello, Jr.
|
|
|
Frank C. Marchisello, Jr.
Executive Vice President and Chief Financial Officer Tanger Factory Outlet Centers, Inc.
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarter ended March 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date:
|
May 9, 2013
|
/s/ Steven B. Tanger
|
|
Steven B. Tanger
|
|
|
President and Chief Executive Officer
|
|
|
Tanger GP Trust, sole general partner of the Operating Partnership
|
(i)
|
the accompanying Quarterly Report on Form 10-Q of the Operating Partnership for the quarter ended March 31, 2013 (the “
Report
”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
Date:
|
May 9, 2013
|
/s/ Frank C. Marchisello, Jr.
|
|
|
Frank C. Marchisello, Jr.
|
|
|
Vice President and Treasurer
Tanger GP Trust, sole general partner of the Operating Partnership
(Principal Financial Officer)
|