|
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;
|
•
|
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 September 30, 2013 and December 31, 2012
|
|
Consolidated Statements of Operations - for the three and nine months ended September 30, 2013 and 2012
|
|
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2013 and 2012
|
|
Consolidated Statements of Equity - for the nine months ended September 30, 2013 and the year ended December 31, 2012
|
|
Consolidated Statements of Cash Flows - for the nine months ended September 30, 2013 and 2012
|
|
|
|
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP
(Unaudited)
|
|
Consolidated Balance Sheets - as of September 30, 2013 and December 31, 2012
|
|
Consolidated Statements of Operations - for the three and nine months ended September 30, 2013 and 2012
|
|
Consolidated Statements of Comprehensive Income - for the three and nine months ended September 30, 2013 and 2012
|
|
Consolidated Statements of Equity - for the nine months ended September 30, 2013 and the year ended December 31, 2012
|
|
Consolidated Statements of Cash Flows - for the nine months ended September 30, 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
|
|
|
September 30, 2013
|
|
December 31,
2012
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
230,417
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
2,004,882
|
|
|
1,796,042
|
|
||
Construction in progress
|
|
4,375
|
|
|
3,308
|
|
||
|
|
2,239,674
|
|
|
1,947,352
|
|
||
Accumulated depreciation
|
|
(636,035
|
)
|
|
(582,859
|
)
|
||
Total rental property, net
|
|
1,603,639
|
|
|
1,364,493
|
|
||
Cash and cash equivalents
|
|
10,482
|
|
|
10,335
|
|
||
Investments in unconsolidated joint ventures
|
|
136,922
|
|
|
126,632
|
|
||
Deferred lease costs and other intangibles, net
|
|
171,702
|
|
|
107,415
|
|
||
Deferred debt origination costs, net
|
|
7,275
|
|
|
9,083
|
|
||
Prepaids and other assets
|
|
71,943
|
|
|
60,842
|
|
||
Total assets
|
|
$
|
2,001,963
|
|
|
$
|
1,678,800
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Debt
|
|
|
|
|
|
|
||
Senior, unsecured notes (net of discount of $1,753 and $1,967, respectively)
|
|
$
|
548,247
|
|
|
$
|
548,033
|
|
Unsecured term loans (net of discount of $435 and $547, respectively)
|
|
267,065
|
|
|
259,453
|
|
||
Mortgages payable (including premiums of $3,963 and $6,362, respectively)
|
|
251,533
|
|
|
107,745
|
|
||
Unsecured lines of credit
|
|
259,000
|
|
|
178,306
|
|
||
Total debt
|
|
1,325,845
|
|
|
1,093,537
|
|
||
Construction trade payables
|
|
5,272
|
|
|
7,084
|
|
||
Accounts payable and accrued expenses
|
|
48,400
|
|
|
41,149
|
|
||
Deferred financing obligation
|
|
28,388
|
|
|
—
|
|
||
Other liabilities
|
|
33,101
|
|
|
23,155
|
|
||
Total liabilities
|
|
1,441,006
|
|
|
1,164,925
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
|
||
Tanger Factory Outlet Centers, Inc.
|
|
|
|
|
|
|
||
Common shares, $.01 par value, 300,000,000 shares authorized, 94,478,785 and 94,061,384 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
|
|
945
|
|
|
941
|
|
||
Paid in capital
|
|
785,515
|
|
|
766,056
|
|
||
Accumulated distributions in excess of net income
|
|
(262,173
|
)
|
|
(285,588
|
)
|
||
Accumulated other comprehensive income
|
|
1,179
|
|
|
1,200
|
|
||
Equity attributable to Tanger Factory Outlet Centers, Inc.
|
|
525,466
|
|
|
482,609
|
|
||
Equity attributable to noncontrolling interests
|
|
|
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
28,615
|
|
|
24,432
|
|
||
Noncontrolling interests in other consolidated partnerships
|
|
6,876
|
|
|
6,834
|
|
||
Total equity
|
|
560,957
|
|
|
513,875
|
|
||
Total liabilities and equity
|
|
$
|
2,001,963
|
|
|
$
|
1,678,800
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||||||
Base rentals
|
|
$
|
64,301
|
|
|
$
|
59,662
|
|
|
$
|
184,591
|
|
|
$
|
175,464
|
|
Percentage rentals
|
|
3,084
|
|
|
3,180
|
|
|
6,956
|
|
|
6,542
|
|
||||
Expense reimbursements
|
|
27,414
|
|
|
24,908
|
|
|
78,544
|
|
|
73,777
|
|
||||
Other income
|
|
3,104
|
|
|
2,733
|
|
|
7,516
|
|
|
6,278
|
|
||||
Total revenues
|
|
97,903
|
|
|
90,483
|
|
|
277,607
|
|
|
262,061
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||
Property operating
|
|
29,863
|
|
|
27,614
|
|
|
86,819
|
|
|
81,679
|
|
||||
General and administrative
|
|
9,754
|
|
|
9,018
|
|
|
29,240
|
|
|
27,737
|
|
||||
Acquisition costs
|
|
532
|
|
|
—
|
|
|
963
|
|
|
—
|
|
||||
Depreciation and amortization
|
|
24,223
|
|
|
24,809
|
|
|
68,683
|
|
|
75,247
|
|
||||
Total expenses
|
|
64,372
|
|
|
61,441
|
|
|
185,705
|
|
|
184,663
|
|
||||
Operating income
|
|
33,531
|
|
|
29,042
|
|
|
91,902
|
|
|
77,398
|
|
||||
Interest expense
|
|
(12,367
|
)
|
|
(12,317
|
)
|
|
(37,826
|
)
|
|
(37,062
|
)
|
||||
Gain on previously held interest in acquired joint venture
|
|
26,002
|
|
|
—
|
|
|
26,002
|
|
|
—
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
47,166
|
|
|
16,725
|
|
|
80,078
|
|
|
40,336
|
|
||||
Equity in earnings (losses) of unconsolidated joint ventures
|
|
9,014
|
|
|
(555
|
)
|
|
10,107
|
|
|
(2,874
|
)
|
||||
Net income
|
|
56,180
|
|
|
16,170
|
|
|
90,185
|
|
|
37,462
|
|
||||
Noncontrolling interests in Operating Partnership
|
|
(2,787
|
)
|
|
(836
|
)
|
|
(4,435
|
)
|
|
(2,315
|
)
|
||||
Noncontrolling interests in other consolidated partnerships
|
|
(99
|
)
|
|
(7
|
)
|
|
(129
|
)
|
|
25
|
|
||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
53,294
|
|
|
$
|
15,327
|
|
|
$
|
85,621
|
|
|
$
|
35,172
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.91
|
|
|
$
|
0.38
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.90
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends paid per common share
|
|
$
|
0.225
|
|
|
$
|
0.210
|
|
|
$
|
0.660
|
|
|
$
|
0.620
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
|
$
|
56,180
|
|
|
$
|
16,170
|
|
|
$
|
90,185
|
|
|
$
|
37,462
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustments for amounts recognized in net income
|
|
(94
|
)
|
|
(88
|
)
|
|
(147
|
)
|
|
(261
|
)
|
||||
Foreign currency translation adjustments
|
|
(79
|
)
|
|
(73
|
)
|
|
124
|
|
|
(39
|
)
|
||||
Other comprehensive income (loss)
|
|
(173
|
)
|
|
(161
|
)
|
|
(23
|
)
|
|
(300
|
)
|
||||
Comprehensive income
|
|
56,007
|
|
|
16,009
|
|
|
90,162
|
|
|
37,162
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
(2,877
|
)
|
|
(835
|
)
|
|
(4,562
|
)
|
|
(2,273
|
)
|
||||
Comprehensive income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
53,130
|
|
|
$
|
15,174
|
|
|
$
|
85,600
|
|
|
$
|
34,889
|
|
|
|
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 6,730,028 Operating Partnership units for 6,730,028 common shares
|
|
68
|
|
(68
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($0.83 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
|
|
—
|
|
—
|
|
85,621
|
|
—
|
|
85,621
|
|
4,435
|
|
129
|
|
90,185
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
—
|
|
—
|
|
(21
|
)
|
(21
|
)
|
(2
|
)
|
—
|
|
(23
|
)
|
||||||||
Compensation under Incentive Award Plan
|
|
—
|
|
8,614
|
|
—
|
|
—
|
|
8,614
|
|
—
|
|
—
|
|
8,614
|
|
||||||||
Issuance of 17,600 common shares upon exercise of options
|
|
—
|
|
332
|
|
—
|
|
—
|
|
332
|
|
—
|
|
—
|
|
332
|
|
||||||||
Issuance of 450,576 Operating Partnership limited partner units
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,981
|
|
—
|
|
13,981
|
|
||||||||
Grant of 337,373 restricted shares, net of forfeitures
|
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in Operating Partnership
|
|
—
|
|
11,095
|
|
—
|
|
—
|
|
11,095
|
|
(11,095
|
)
|
—
|
|
—
|
|
||||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
(578
|
)
|
—
|
|
—
|
|
(578
|
)
|
—
|
|
578
|
|
—
|
|
||||||||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(525
|
)
|
(525
|
)
|
||||||||
Exchange of 67,428 Operating Partnership units for 67,428 common shares
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common dividends ($.66 per share)
|
|
—
|
|
—
|
|
(62,206
|
)
|
—
|
|
(62,206
|
)
|
—
|
|
—
|
|
(62,206
|
)
|
||||||||
Distributions to noncontrolling interests in Operating Partnership
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,136
|
)
|
(140
|
)
|
(3,276
|
)
|
||||||||
Balance,
September 30, 2013
|
|
$
|
945
|
|
$
|
785,515
|
|
$
|
(262,173
|
)
|
$
|
1,179
|
|
$
|
525,466
|
|
$
|
28,615
|
|
$
|
6,876
|
|
$
|
560,957
|
|
|
|
Nine months ended
|
||||||
|
|
September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|||
Net income
|
|
$
|
90,185
|
|
|
$
|
37,462
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
68,683
|
|
|
75,247
|
|
||
Amortization of deferred financing costs
|
|
1,795
|
|
|
1,722
|
|
||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
||
Equity in (earnings) losses of unconsolidated joint ventures
|
|
(10,107
|
)
|
|
2,874
|
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
4,415
|
|
|
740
|
|
||
Share-based compensation expense
|
|
8,363
|
|
|
8,231
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
(767
|
)
|
|
(753
|
)
|
||
Net amortization (accretion) of market rent rate adjustments
|
|
389
|
|
|
(489
|
)
|
||
Straight-line rent adjustments
|
|
(4,068
|
)
|
|
(2,866
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
236
|
|
|
(1,336
|
)
|
||
Accounts payable and accrued expenses
|
|
3,947
|
|
|
8,331
|
|
||
Net cash provided by operating activities
|
|
137,069
|
|
|
129,163
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(40,578
|
)
|
|
(31,157
|
)
|
||
Acquisition of interest in unconsolidated joint venture, net of cash acquired
|
|
(11,271
|
)
|
|
—
|
|
||
Additions to investments in and notes receivable from unconsolidated joint ventures
|
|
(140,373
|
)
|
|
(57,810
|
)
|
||
Additions to non-real estate assets
|
|
(7,768
|
)
|
|
—
|
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
45,891
|
|
|
336
|
|
||
Additions to deferred lease costs
|
|
(3,381
|
)
|
|
(3,430
|
)
|
||
Net cash used in investing activities
|
|
(157,480
|
)
|
|
(92,061
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash dividends paid
|
|
(62,206
|
)
|
|
(57,202
|
)
|
||
Distributions to noncontrolling interests in Operating Partnership
|
|
(3,136
|
)
|
|
(3,900
|
)
|
||
Proceeds from debt issuances
|
|
500,003
|
|
|
491,477
|
|
||
Repayments of debt
|
|
(413,806
|
)
|
|
(463,705
|
)
|
||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
(525
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests in other consolidated partnerships
|
|
(67
|
)
|
|
—
|
|
||
Additions to deferred financing costs
|
|
(37
|
)
|
|
(2,527
|
)
|
||
Proceeds from exercise of options
|
|
332
|
|
|
372
|
|
||
Net cash provided by (used in) financing activities
|
|
20,558
|
|
|
(35,485
|
)
|
||
Net increase in cash and cash equivalents
|
|
147
|
|
|
1,617
|
|
||
Cash and cash equivalents, beginning of period
|
|
10,335
|
|
|
7,894
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
10,482
|
|
|
$
|
9,511
|
|
|
|
September 30, 2013
|
|
December 31,
2012
|
||||
ASSETS
|
|
|
|
|
|
|
||
Rental property
|
|
|
|
|
|
|
||
Land
|
|
$
|
230,417
|
|
|
$
|
148,002
|
|
Buildings, improvements and fixtures
|
|
2,004,882
|
|
|
1,796,042
|
|
||
Construction in progress
|
|
4,375
|
|
|
3,308
|
|
||
|
|
2,239,674
|
|
|
1,947,352
|
|
||
Accumulated depreciation
|
|
(636,035
|
)
|
|
(582,859
|
)
|
||
Total rental property, net
|
|
1,603,639
|
|
|
1,364,493
|
|
||
Cash and cash equivalents
|
|
10,458
|
|
|
10,295
|
|
||
Investments in unconsolidated joint ventures
|
|
136,922
|
|
|
126,632
|
|
||
Deferred lease costs and other intangibles, net
|
|
171,702
|
|
|
107,415
|
|
||
Deferred debt origination costs, net
|
|
7,275
|
|
|
9,083
|
|
||
Prepaids and other assets
|
|
71,531
|
|
|
60,408
|
|
||
Total assets
|
|
$
|
2,001,527
|
|
|
$
|
1,678,326
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
Debt
|
|
|
|
|
||||
Senior, unsecured notes (net of discount of $1,753 and $1,967, respectively)
|
|
$
|
548,247
|
|
|
$
|
548,033
|
|
Unsecured term loans (net of discount of $435 and $547, respectively)
|
|
267,065
|
|
|
259,453
|
|
||
Mortgages payable (including premiums of $3,963 and $6,362, respectively)
|
|
251,533
|
|
|
107,745
|
|
||
Unsecured lines of credit
|
|
259,000
|
|
|
178,306
|
|
||
Total debt
|
|
1,325,845
|
|
|
1,093,537
|
|
||
Construction trade payables
|
|
5,272
|
|
|
7,084
|
|
||
Accounts payable and accrued expenses
|
|
47,964
|
|
|
40,675
|
|
||
Deferred financing obligation
|
|
28,388
|
|
|
—
|
|
||
Other liabilities
|
|
33,101
|
|
|
23,155
|
|
||
Total liabilities
|
|
1,440,570
|
|
|
1,164,451
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
||||
Partners' Equity
|
|
|
|
|
||||
General partner
|
|
4,978
|
|
|
4,720
|
|
||
Limited partners
|
|
548,019
|
|
|
501,214
|
|
||
Accumulated other comprehensive income
|
|
1,084
|
|
|
1,107
|
|
||
Total partners' equity
|
|
554,081
|
|
|
507,041
|
|
||
Noncontrolling interests in consolidated partnerships
|
|
6,876
|
|
|
6,834
|
|
||
Total equity
|
|
560,957
|
|
|
513,875
|
|
||
Total liabilities and equity
|
|
$
|
2,001,527
|
|
|
$
|
1,678,326
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|||||||
Base rentals
|
|
$
|
64,301
|
|
|
$
|
59,662
|
|
|
$
|
184,591
|
|
|
$
|
175,464
|
|
Percentage rentals
|
|
3,084
|
|
|
3,180
|
|
|
6,956
|
|
|
6,542
|
|
||||
Expense reimbursements
|
|
27,414
|
|
|
24,908
|
|
|
78,544
|
|
|
73,777
|
|
||||
Other income
|
|
3,104
|
|
|
2,733
|
|
|
7,516
|
|
|
6,278
|
|
||||
Total revenues
|
|
97,903
|
|
|
90,483
|
|
|
277,607
|
|
|
262,061
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property operating
|
|
29,863
|
|
|
27,614
|
|
|
86,819
|
|
|
81,679
|
|
||||
General and administrative
|
|
9,754
|
|
|
9,018
|
|
|
29,240
|
|
|
27,737
|
|
||||
Acquisition costs
|
|
532
|
|
|
—
|
|
|
963
|
|
|
—
|
|
||||
Depreciation and amortization
|
|
24,223
|
|
|
24,809
|
|
|
68,683
|
|
|
75,247
|
|
||||
Total expenses
|
|
64,372
|
|
|
61,441
|
|
|
185,705
|
|
|
184,663
|
|
||||
Operating income
|
|
33,531
|
|
|
29,042
|
|
|
91,902
|
|
|
77,398
|
|
||||
Interest expense
|
|
(12,367
|
)
|
|
(12,317
|
)
|
|
(37,826
|
)
|
|
(37,062
|
)
|
||||
Gain on previously held interest in acquired joint venture
|
|
26,002
|
|
|
—
|
|
|
26,002
|
|
|
—
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
47,166
|
|
|
16,725
|
|
|
80,078
|
|
|
40,336
|
|
||||
Equity in earnings (losses) of unconsolidated joint ventures
|
|
9,014
|
|
|
(555
|
)
|
|
10,107
|
|
|
(2,874
|
)
|
||||
Net income
|
|
56,180
|
|
|
16,170
|
|
|
90,185
|
|
|
37,462
|
|
||||
Noncontrolling interests in consolidated partnerships
|
|
(99
|
)
|
|
(7
|
)
|
|
(129
|
)
|
|
25
|
|
||||
Net income available to partners
|
|
56,081
|
|
|
16,163
|
|
|
90,056
|
|
|
37,487
|
|
||||
Net income available to limited partners
|
|
55,510
|
|
|
15,998
|
|
|
89,138
|
|
|
37,103
|
|
||||
Net income available to general partner
|
|
$
|
571
|
|
|
$
|
165
|
|
|
$
|
918
|
|
|
$
|
384
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common unit:
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.91
|
|
|
$
|
0.38
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.90
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
|
||||||||
Distribution paid per common unit
|
|
$
|
0.225
|
|
|
$
|
0.210
|
|
|
$
|
0.660
|
|
|
$
|
0.620
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
|
$
|
56,180
|
|
|
$
|
16,170
|
|
|
$
|
90,185
|
|
|
$
|
37,462
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustments for amounts recognized in net income
|
|
(94
|
)
|
|
(88
|
)
|
|
(147
|
)
|
|
(261
|
)
|
||||
Foreign currency translation adjustments
|
|
(79
|
)
|
|
(73
|
)
|
|
124
|
|
|
(39
|
)
|
||||
Other comprehensive income (loss)
|
|
(173
|
)
|
|
(161
|
)
|
|
(23
|
)
|
|
(300
|
)
|
||||
Comprehensive income
|
|
56,007
|
|
|
16,009
|
|
|
90,162
|
|
|
37,162
|
|
||||
Comprehensive income attributable to noncontrolling interests in consolidated partnerships
|
|
(99
|
)
|
|
(7
|
)
|
|
(129
|
)
|
|
25
|
|
||||
Comprehensive income attributable to the Operating Partnership
|
|
$
|
55,908
|
|
|
$
|
16,002
|
|
|
$
|
90,033
|
|
|
$
|
37,187
|
|
|
|
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 37,700 common units upon exercise of options
|
|
—
|
|
481
|
|
—
|
|
481
|
|
—
|
|
481
|
|
||||||
Grant of 566,000 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjustments for noncontrolling interests in consolidated partnerships
|
|
—
|
|
(10
|
)
|
—
|
|
(10
|
)
|
10
|
|
—
|
|
||||||
Common distributions ($.83 per common unit)
|
|
(830
|
)
|
(81,004
|
)
|
—
|
|
(81,834
|
)
|
—
|
|
(81,834
|
)
|
||||||
Balance, December 31, 2012
|
|
4,720
|
|
501,214
|
|
1,107
|
|
507,041
|
|
6,834
|
|
513,875
|
|
||||||
Net income
|
|
918
|
|
89,138
|
|
—
|
|
90,056
|
|
129
|
|
90,185
|
|
||||||
Other comprehensive income
|
|
—
|
|
—
|
|
(23
|
)
|
(23
|
)
|
—
|
|
(23
|
)
|
||||||
Compensation under Incentive Award Plan
|
|
—
|
|
8,614
|
|
—
|
|
8,614
|
|
—
|
|
8,614
|
|
||||||
Issuance of 17,600 common units upon exercise of options
|
|
—
|
|
332
|
|
—
|
|
332
|
|
—
|
|
332
|
|
||||||
Issuance of 450,576 limited partner units
|
|
—
|
|
13,981
|
|
—
|
|
13,981
|
|
—
|
|
13,981
|
|
||||||
Grant of 337,373 restricted units, net of forfeitures
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjustment for noncontrolling interests in other consolidated partnerships
|
|
—
|
|
(578
|
)
|
—
|
|
(578
|
)
|
578
|
|
—
|
|
||||||
Acquisition of noncontrolling interests in other consolidated partnerships
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(525
|
)
|
(525
|
)
|
||||||
Common distributions ($.66 per common unit)
|
|
(660
|
)
|
(64,682
|
)
|
—
|
|
(65,342
|
)
|
(140
|
)
|
(65,482
|
)
|
||||||
Balance, September 30, 2013
|
|
$
|
4,978
|
|
$
|
548,019
|
|
$
|
1,084
|
|
$
|
554,081
|
|
$
|
6,876
|
|
$
|
560,957
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
|
September 30,
|
||||||
|
|
2013
|
|
2012
|
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
90,185
|
|
|
$
|
37,462
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
68,683
|
|
|
75,247
|
|
||
Amortization of deferred financing costs
|
|
1,795
|
|
|
1,722
|
|
||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
||
Equity in (earnings) losses of unconsolidated joint ventures
|
|
(10,107
|
)
|
|
2,874
|
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
4,415
|
|
|
740
|
|
||
Equity-based compensation expense
|
|
8,363
|
|
|
8,231
|
|
||
Amortization of debt (premiums) and discounts, net
|
|
(767
|
)
|
|
(753
|
)
|
||
Net amortization (accretion) of market rent rate adjustments
|
|
389
|
|
|
(489
|
)
|
||
Straight-line rent adjustments
|
|
(4,068
|
)
|
|
(2,866
|
)
|
||
Changes in other assets and liabilities:
|
|
|
|
|
||||
Other assets
|
|
214
|
|
|
(1,274
|
)
|
||
Accounts payable and accrued expenses
|
|
3,985
|
|
|
8,290
|
|
||
Net cash provided by operating activities
|
|
137,085
|
|
|
129,184
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||||
Additions to rental property
|
|
(40,578
|
)
|
|
(31,157
|
)
|
||
Acquisition of interest in unconsolidated joint venture, net of cash acquired
|
|
(11,271
|
)
|
|
—
|
|
||
Additions to investments in and notes receivable from unconsolidated joint ventures
|
|
(140,373
|
)
|
|
(57,810
|
)
|
||
Additions to non-real estate assets
|
|
(7,768
|
)
|
|
—
|
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
45,891
|
|
|
336
|
|
||
Additions to deferred lease costs
|
|
(3,381
|
)
|
|
(3,430
|
)
|
||
Net cash used in investing activities
|
|
(157,480
|
)
|
|
(92,061
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||||
Cash distributions paid
|
|
(65,342
|
)
|
|
(61,102
|
)
|
||
Proceeds from debt issuances
|
|
500,003
|
|
|
491,477
|
|
||
Repayments of debt
|
|
(413,806
|
)
|
|
(463,705
|
)
|
||
Acquisition of noncontrolling interests in consolidated partnerships
|
|
(525
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests in consolidated partnerships
|
|
(67
|
)
|
|
—
|
|
||
Additions to deferred financing costs
|
|
(37
|
)
|
|
(2,527
|
)
|
||
Proceeds from exercise of options
|
|
332
|
|
|
372
|
|
||
Net cash provided by (used in) financing activities
|
|
20,558
|
|
|
(35,485
|
)
|
||
Net increase in cash and cash equivalents
|
|
163
|
|
|
1,638
|
|
||
Cash and cash equivalents, beginning of period
|
|
10,295
|
|
|
7,866
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
10,458
|
|
|
$
|
9,504
|
|
Cash transferred
|
$
|
13,939
|
|
Common limited partnership units issued
|
13,981
|
|
|
Fair value of total consideration transferred to acquire one-third interest
|
27,920
|
|
|
Fair value of our previously held one-third interest
|
27,920
|
|
|
Fair value of one-third interest owned by the remaining partner
|
27,920
|
|
|
Fair value of net assets acquired
|
$
|
83,760
|
|
|
|
Fair Value
(in thousands)
|
|
Weighted-Average Amortization Period (in years)
|
||
Land
|
|
$
|
82,413
|
|
|
|
Buildings, improvements and fixtures
|
|
172,694
|
|
|
|
|
Deferred lease costs and other intangibles
|
|
|
|
|
||
Above market lease value
|
|
18,807
|
|
|
11.9
|
|
Below market lease value
|
|
(12,658
|
)
|
|
18.5
|
|
Lease in place value
|
|
28,846
|
|
|
7.6
|
|
Tenant relationships
|
|
27,594
|
|
|
19.0
|
|
Lease and legal costs
|
|
1,724
|
|
|
8.9
|
|
Total deferred lease costs and other intangibles, net
|
|
64,313
|
|
|
|
|
Other identifiable assets and liabilities assumed, net
|
|
2,265
|
|
|
|
|
Debt
|
|
(237,925
|
)
|
|
|
|
Total fair value of net assets acquired
|
|
$
|
83,760
|
|
|
|
As of September 30, 2013
|
||||||||||||||||
Joint Venture
|
|
Center Location
|
|
Ownership %
|
|
Square Feet
|
|
Carrying Value of Investment
(in millions)
|
|
Total Joint Venture Debt
(in millions)
|
||||||
Charlotte
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
%
|
|
347,930
|
|
|
7.7
|
|
|
65.0
|
|
||
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
%
|
|
—
|
|
|
17.5
|
|
|
28.1
|
|
||
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
434,162
|
|
|
86.7
|
|
|
18.8
|
|
||
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
331,739
|
|
|
16.4
|
|
|
43.0
|
|
||
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
%
|
|
265,086
|
|
|
2.5
|
|
|
24.3
|
|
||
Other
|
|
|
|
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
$
|
136.9
|
|
|
$
|
179.2
|
|
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
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Fee:
|
|
|
|
|
|
|
|
|
|
|
||||||
Development
|
|
$
|
(6
|
)
|
|
$
|
8
|
|
|
$
|
57
|
|
|
$
|
8
|
|
Loan Guarantee
|
|
40
|
|
|
16
|
|
|
121
|
|
|
16
|
|
||||
Management and leasing
|
|
761
|
|
|
554
|
|
|
2,391
|
|
|
1,507
|
|
||||
Marketing
|
|
93
|
|
|
61
|
|
|
301
|
|
|
161
|
|
||||
Total Fees
|
|
$
|
888
|
|
|
$
|
639
|
|
|
$
|
2,870
|
|
|
$
|
1,692
|
|
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
|
|
September 30, 2013
|
|
December 31,
2012
|
||||
Assets
|
|
|
|
|
|
|
||
Land
|
|
$
|
49,184
|
|
|
$
|
96,455
|
|
Buildings, improvements and fixtures
|
|
256,652
|
|
|
493,424
|
|
||
Construction in progress, including land
|
|
138,615
|
|
|
16,338
|
|
||
|
|
444,451
|
|
|
606,217
|
|
||
Accumulated depreciation
|
|
(25,561
|
)
|
|
(62,547
|
)
|
||
Total rental property, net
|
|
418,890
|
|
|
543,670
|
|
||
Assets held for sale
(1)
|
|
—
|
|
|
1,828
|
|
||
Cash and cash equivalents
|
|
13,727
|
|
|
21,879
|
|
||
Deferred lease costs, net
|
|
20,012
|
|
|
24,411
|
|
||
Deferred debt origination costs, net
|
|
1,970
|
|
|
5,213
|
|
||
Prepaids and other assets
|
|
8,167
|
|
|
25,350
|
|
||
Total assets
|
|
$
|
462,766
|
|
|
$
|
622,351
|
|
Liabilities and Owners' Equity
|
|
|
|
|
|
|
||
Mortgages payable
|
|
$
|
179,212
|
|
|
$
|
325,192
|
|
Construction trade payables
|
|
13,950
|
|
|
21,734
|
|
||
Accounts payable and other liabilities
|
|
6,253
|
|
|
31,944
|
|
||
Total liabilities
|
|
199,415
|
|
|
378,870
|
|
||
Owners' equity
|
|
263,351
|
|
|
243,481
|
|
||
Total liabilities and owners' equity
|
|
$
|
462,766
|
|
|
$
|
622,351
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
Summary Statements of Operations
|
|
September 30,
|
|
September 30,
|
||||||||||||
- Unconsolidated Joint Ventures
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues (a)
|
|
$
|
29,013
|
|
|
$
|
11,985
|
|
|
$
|
70,961
|
|
|
$
|
35,249
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|||||||
Property operating
|
|
7,808
|
|
|
5,521
|
|
|
25,440
|
|
|
15,495
|
|
||||
General and administrative
|
|
629
|
|
|
365
|
|
|
962
|
|
|
765
|
|
||||
Acquisition costs
|
|
19
|
|
|
—
|
|
|
474
|
|
|
704
|
|
||||
Abandoned development costs
|
|
19
|
|
|
—
|
|
|
153
|
|
|
1,390
|
|
||||
Impairment Charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420
|
|
||||
Depreciation and amortization
|
|
6,232
|
|
|
4,283
|
|
|
21,200
|
|
|
13,191
|
|
||||
Total expenses
|
|
14,707
|
|
|
10,169
|
|
|
48,229
|
|
|
31,965
|
|
||||
Operating income
|
|
14,306
|
|
|
1,816
|
|
|
22,732
|
|
|
3,284
|
|
||||
Gain on early extinguishment of debt
|
|
13,820
|
|
|
—
|
|
|
13,820
|
|
|
—
|
|
||||
Interest expense
|
|
(2,840
|
)
|
|
(3,540
|
)
|
|
(10,406
|
)
|
|
(10,967
|
)
|
||||
Net income (loss)
|
|
$
|
25,286
|
|
|
$
|
(1,724
|
)
|
|
$
|
26,146
|
|
|
$
|
(7,683
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
The Company and Operating Partnership's share of:
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
|
$
|
9,014
|
|
|
$
|
(555
|
)
|
|
$
|
10,107
|
|
|
$
|
(2,874
|
)
|
Depreciation and impairment charge (real estate related)
|
|
$
|
2,861
|
|
|
$
|
1,641
|
|
|
$
|
9,465
|
|
|
$
|
5,249
|
|
|
|
|
|
|
|
As of
|
|
As of
|
|||||||||||||
|
|
|
|
|
|
September 30, 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
|
|
|
$
|
(238
|
)
|
|
$
|
250,000
|
|
|
$
|
(317
|
)
|
Senior notes
|
|
6.125
|
%
|
|
June 2020
|
|
300,000
|
|
|
(1,515
|
)
|
|
300,000
|
|
|
(1,650
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Mortgages payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Atlantic City
(1)
|
|
5.14%-7.65%
|
|
|
November 2021- December 2026
|
|
49,148
|
|
|
4,189
|
|
|
52,212
|
|
|
4,495
|
|
||||
Deer Park
(2)
|
|
LIBOR + 1.50%
|
|
|
August 2018
|
|
150,000
|
|
|
(1,583
|
)
|
|
—
|
|
|
—
|
|
||||
Hershey
(1)
|
|
5.17%-8.00%
|
|
|
August 2015
|
|
30,139
|
|
|
1,141
|
|
|
30,631
|
|
|
1,581
|
|
||||
Ocean City
(1)
|
|
5.24
|
%
|
|
January 2016
|
|
18,283
|
|
|
216
|
|
|
18,540
|
|
|
285
|
|
||||
Note payable
(1)
|
|
1.50
|
%
|
|
June 2016
|
|
10,000
|
|
|
(435
|
)
|
|
10,000
|
|
|
(546
|
)
|
||||
Unsecured term loan
(3)
|
|
LIBOR + 1.60%
|
|
|
February 2019
|
|
250,000
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
||||
Unsecured term note
|
|
LIBOR + 1.30%
|
|
|
August 2017
|
|
7,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Unsecured lines of credit
(4)
|
|
LIBOR + 1.10%
|
|
|
November 2015
|
|
259,000
|
|
|
—
|
|
|
178,306
|
|
|
—
|
|
||||
|
|
|
|
|
|
$
|
1,324,070
|
|
|
$
|
1,775
|
|
|
$
|
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)
|
On August 30, 2013, as part of the acquisition of a controlling interest in Deer Park, we assumed an interest-only mortgage loan that has a
5
year term and carries an interest rate of LIBOR +
1.50%
. In October 2013, we entered into interest rate swap agreements that fix the base LIBOR rate at an average of
1.30%
, creating a contractual interest rate of
2.80%
.
|
(3)
|
This unsecured term loan is pre-payable without penalty beginning in February of 2015.
|
(4)
|
At September 30, 2013, we had the option to extend the lines for one additional year to
November 10, 2016
. These lines required a facility fee payment of
0.175%
annually based on the total amount of the commitment. The credit spread and facility fee can vary depending on our investment grade rating. In October 2013, we amended the lines of credit which extended the maturity to October 2017 with the ability to extend for one additional year, reduced the interest rate spread over LIBOR to
1.00%
and reduced the facility fee to
0.15%
. Loan origination costs associated with the amendments totaled approximately
$
1.5 million
.
|
Calendar Year
|
|
Amount
|
|
|
2013
|
|
$
|
871
|
|
2014
|
|
3,603
|
|
|
2015
|
|
541,344
|
|
|
2016
|
|
30,283
|
|
|
2017
|
|
10,508
|
|
|
Thereafter
|
|
737,461
|
|
|
Subtotal
|
|
1,324,070
|
|
|
Net premiums
|
|
1,775
|
|
|
Total
|
|
$
|
1,325,845
|
|
|
|
September 30,
2013
|
|
December 31,
2012
|
||
Common units:
|
|
|
|
|
|
|
General partner
|
|
1,000,000
|
|
|
1,000,000
|
|
Limited partners
|
|
98,623,797
|
|
|
97,823,248
|
|
Total common units
|
|
99,623,797
|
|
|
98,823,248
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Restricted common shares
(1)
|
|
$
|
2,141
|
|
|
$
|
1,886
|
|
|
$
|
6,162
|
|
|
$
|
6,600
|
|
Notional unit performance awards
|
|
778
|
|
|
495
|
|
|
2,069
|
|
|
1,475
|
|
||||
Options
|
|
45
|
|
|
53
|
|
|
132
|
|
|
156
|
|
||||
Total share-based compensation
|
|
$
|
2,964
|
|
|
$
|
2,434
|
|
|
$
|
8,363
|
|
|
$
|
8,231
|
|
(1)
|
For the
nine months ended
September 30, 2012, includes approximately
$1.3 million
of compensation expense related to
45,000
common shares that vested immediately upon grant under the terms of the amended and restated Employment Agreement (the "Employment Agreement") for Steven B. Tanger, President and Chief Executive Officer of the Company.
|
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
|
|
(291,400
|
)
|
|
22.34
|
|
|
Forfeited
|
|
(12,000
|
)
|
|
25.61
|
|
|
Unvested at September 30, 2013
|
|
1,093,966
|
|
|
$
|
27.04
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Tanger Factory Outlet Centers, Inc.
|
|
$
|
53,294
|
|
|
$
|
15,327
|
|
|
$
|
85,621
|
|
|
$
|
35,172
|
|
Less allocation of earnings to participating securities
|
|
(609
|
)
|
|
(209
|
)
|
|
(932
|
)
|
|
(576
|
)
|
||||
Net income available to common shareholders of Tanger Factory Outlet Centers, Inc.
|
|
$
|
52,685
|
|
|
$
|
15,118
|
|
|
$
|
84,689
|
|
|
$
|
34,596
|
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares
|
|
93,368
|
|
|
92,674
|
|
|
93,278
|
|
|
91,359
|
|
||||
Effect of notional units
|
|
856
|
|
|
880
|
|
|
841
|
|
|
865
|
|
||||
Effect of outstanding options and restricted common shares
|
|
76
|
|
|
93
|
|
|
91
|
|
|
78
|
|
||||
Diluted weighted average common shares
|
|
94,300
|
|
|
93,647
|
|
|
94,210
|
|
|
92,302
|
|
||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.91
|
|
|
$
|
0.38
|
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.90
|
|
|
$
|
0.37
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income attributable to partners of the Operating Partnership
|
|
$
|
56,081
|
|
|
$
|
16,163
|
|
|
$
|
90,056
|
|
|
$
|
37,487
|
|
Less allocation of earnings to participating securities
|
|
(609
|
)
|
|
(209
|
)
|
|
(933
|
)
|
|
(576
|
)
|
||||
Net income available to common unitholders of the Operating Partnership
|
|
$
|
55,472
|
|
|
$
|
15,954
|
|
|
$
|
89,123
|
|
|
$
|
36,911
|
|
Denominator
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common units
|
|
98,246
|
|
|
97,727
|
|
|
98,072
|
|
|
97,656
|
|
||||
Effect of notional units
|
|
856
|
|
|
879
|
|
|
841
|
|
|
865
|
|
||||
Effect of outstanding options and restricted common units
|
|
76
|
|
|
93
|
|
|
91
|
|
|
78
|
|
||||
Diluted weighted average common units
|
|
99,178
|
|
|
98,699
|
|
|
99,004
|
|
|
98,599
|
|
||||
Basic earnings per common unit:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.91
|
|
|
$
|
0.38
|
|
Diluted earnings per common unit:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
0.56
|
|
|
$
|
0.16
|
|
|
$
|
0.90
|
|
|
$
|
0.37
|
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Beginning balance as of December 31, 2012
|
|
$
|
(5
|
)
|
|
$
|
1,205
|
|
|
$
|
1,200
|
|
Amortization of cash flow hedges
|
|
—
|
|
|
(263
|
)
|
|
(263
|
)
|
|||
Unrealized gains/(losses) on foreign currency translation adjustments
|
|
119
|
|
|
—
|
|
|
119
|
|
|||
Realized loss on foreign currency
|
|
123
|
|
|
—
|
|
|
123
|
|
|||
Current period other comprehensive income (loss), net
|
|
242
|
|
|
(263
|
)
|
|
(21
|
)
|
|||
Ending balance as of September 30, 2013
|
|
$
|
237
|
|
|
$
|
942
|
|
|
$
|
1,179
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in Statement of Operations
|
||||||||||||||
|
|
Three months ended
|
|
Nine months ended
|
|
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
|
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
||||||||
Amortization of cash flow hedges
|
|
$
|
(89
|
)
|
|
$
|
(84
|
)
|
|
$
|
(263
|
)
|
|
$
|
(244
|
)
|
|
Interest expense
|
Realized loss on foreign currency
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
—
|
|
|
Interest expense
|
|
|
Foreign Currency
|
|
Cash flow hedges
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Beginning balance as of December 31, 2012
|
|
$
|
(5
|
)
|
|
$
|
1,112
|
|
|
$
|
1,107
|
|
Amortization of cash flow hedges
|
|
—
|
|
|
(276
|
)
|
|
(276
|
)
|
|||
Unrealized gains/(losses) on foreign currency translation adjustments
|
|
124
|
|
|
—
|
|
|
124
|
|
|||
Realized loss on foreign currency
|
|
129
|
|
|
—
|
|
|
129
|
|
|||
Current period other comprehensive income (loss), net
|
|
253
|
|
|
(276
|
)
|
|
(23
|
)
|
|||
Ending balance as of September 30, 2013
|
|
$
|
248
|
|
|
$
|
836
|
|
|
$
|
1,084
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in Statement of Operations
|
||||||||||||||
|
|
Three months ended
|
|
Nine months ended
|
|
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
|
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
||||||||
Amortization of cash flow hedges
|
|
$
|
(94
|
)
|
|
$
|
(88
|
)
|
|
$
|
(276
|
)
|
|
$
|
(261
|
)
|
|
Interest expense
|
Realized loss on foreign currency
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129
|
|
|
$
|
—
|
|
|
Interest expense
|
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
|
|
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 quarters 2013
|
|
40
|
|
|
|
|
|
||
Sevierville, TN
|
|
Third quarter 2013
|
|
19
|
|
|
|
|
|
||
Acquisition:
|
|
|
|
|
|
|
|
|
|||
Deer Park, NY
(1)
|
|
|
|
742
|
|
|
1
|
|
|
|
|
Other
|
|
|
|
9
|
|
|
—
|
|
|
—
|
|
As of September 30, 2013
|
|
|
|
11,547
|
|
|
37
|
|
|
24
|
|
(1)
|
The Company acquired a controlling interest in the Deer Park, NY center on August 30, 2013.
|
Consolidated Outlet Centers
|
|
Square
|
|
%
|
|
Location
|
|
Feet
|
|
Occupied
|
|
Deer Park, New York
|
|
741,981
|
|
|
95
|
Riverhead, New York
(1)
|
|
729,734
|
|
|
100
|
Rehoboth Beach, Delaware
(1)
|
|
568,975
|
|
|
100
|
Foley, Alabama
|
|
557,014
|
|
|
98
|
Atlantic City, New Jersey
(1)
|
|
489,762
|
|
|
95
|
San Marcos, Texas
|
|
441,929
|
|
|
99
|
Sevierville, Tennessee
(1)
|
|
438,076
|
|
|
99
|
Myrtle Beach Hwy 501, South Carolina
|
|
425,247
|
|
|
100
|
Jeffersonville, Ohio
|
|
411,776
|
|
|
100
|
Myrtle Beach Hwy 17, South Carolina
(1)
|
|
402,791
|
|
|
99
|
Pittsburgh, Pennsylvania
|
|
372,972
|
|
|
100
|
Commerce II, Georgia
|
|
370,512
|
|
|
99
|
Charleston, South Carolina
|
|
365,107
|
|
|
100
|
Howell, Michigan
|
|
324,652
|
|
|
99
|
Locust Grove, Georgia
|
|
321,070
|
|
|
99
|
Mebane, North Carolina
|
|
318,910
|
|
|
100
|
Gonzales, Louisiana
|
|
318,666
|
|
|
100
|
Branson, Missouri
|
|
302,922
|
|
|
100
|
Park City, Utah
|
|
298,391
|
|
|
99
|
Westbrook, Connecticut
|
|
289,898
|
|
|
99
|
Williamsburg, Iowa
|
|
277,230
|
|
|
99
|
Lincoln City, Oregon
|
|
270,212
|
|
|
99
|
Lancaster, Pennsylvania
|
|
254,002
|
|
|
100
|
Tuscola, Illinois
|
|
250,439
|
|
|
95
|
Hershey, Pennsylvania
|
|
247,500
|
|
|
100
|
Tilton, New Hampshire
|
|
245,698
|
|
|
100
|
Hilton Head II, South Carolina
|
|
206,544
|
|
|
100
|
Fort Myers, Florida
|
|
198,877
|
|
|
91
|
Ocean City, Maryland
(1)
|
|
198,840
|
|
|
100
|
Terrell, Texas
|
|
177,800
|
|
|
99
|
Hilton Head I, South Carolina
|
|
177,199
|
|
|
99
|
Barstow, California
|
|
171,300
|
|
|
100
|
West Branch, Michigan
|
|
112,570
|
|
|
98
|
Blowing Rock, North Carolina
|
|
104,154
|
|
|
100
|
Nags Head, North Carolina
|
|
82,161
|
|
|
100
|
Kittery I, Maine
|
|
57,667
|
|
|
100
|
Kittery II, Maine
|
|
24,619
|
|
|
100
|
Totals
|
|
11,547,197
|
|
|
99
|
(1)
|
These properties or a portion thereof are subject to a ground lease.
|
Unconsolidated joint venture properties
|
|
Square
|
|
%
|
|
Location
|
|
Feet
|
|
Occupied
|
|
Texas City, TX (50% owned)
|
|
347,930
|
|
|
100
|
Glendale, AZ (58% owned)
|
|
331,739
|
|
|
100
|
Wisconsin Dells, WI (50% owned)
|
|
265,086
|
|
|
100
|
Bromont, QC (50% owned)
|
|
162,543
|
|
|
93
|
Cookstown, ON (50% owned)
|
|
155,522
|
|
|
95
|
Saint-Sauveur, QC (50% owned)
|
|
116,097
|
|
|
100
|
Total
|
|
1,378,917
|
|
|
|
|
Nine months ended September 30, 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
|
154
|
|
510,000
|
|
$
|
30.57
|
|
$
|
40.69
|
|
8.68
|
|
$
|
25.88
|
|
Renewal
|
306
|
|
1,457,000
|
|
$
|
23.61
|
|
$
|
0.90
|
|
4.81
|
|
$
|
23.42
|
|
|
|
|
|
|
|
|
|||||||||
|
Nine months ended September 30, 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
|
130
|
|
440,000
|
|
$
|
31.54
|
|
$
|
42.59
|
|
8.55
|
|
$
|
26.56
|
|
Renewal
|
277
|
|
1,358,000
|
|
$
|
21.56
|
|
$
|
—
|
|
4.60
|
|
$
|
21.56
|
|
(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
|
|
$
|
62,342
|
|
|
$
|
59,467
|
|
|
$
|
2,875
|
|
Base rentals from acquired properties
|
|
2,044
|
|
|
—
|
|
|
2,044
|
|
|||
Termination fees
|
|
36
|
|
|
22
|
|
|
14
|
|
|||
Amortization of above and below market rent adjustments, net
|
|
(121
|
)
|
|
173
|
|
|
(294
|
)
|
|||
|
|
$
|
64,301
|
|
|
$
|
59,662
|
|
|
$
|
4,639
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property percentage rentals
|
|
$
|
3,055
|
|
|
$
|
3,180
|
|
|
$
|
(125
|
)
|
Percentage rentals from acquired properties
|
|
29
|
|
|
—
|
|
|
29
|
|
|||
|
|
$
|
3,084
|
|
|
$
|
3,180
|
|
|
$
|
(96
|
)
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property expense reimbursements
|
|
$
|
26,257
|
|
|
$
|
24,908
|
|
|
$
|
1,349
|
|
Property expense reimbursements from acquired properties
|
|
1,157
|
|
|
—
|
|
|
1,157
|
|
|||
|
|
$
|
27,414
|
|
|
$
|
24,908
|
|
|
$
|
2,506
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property other income
|
|
$
|
3,045
|
|
|
$
|
2,733
|
|
|
$
|
312
|
|
Other income from acquired properties
|
|
59
|
|
|
—
|
|
|
59
|
|
|||
|
|
$
|
3,104
|
|
|
$
|
2,733
|
|
|
$
|
371
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property operating expenses
|
|
$
|
28,027
|
|
|
$
|
27,614
|
|
|
$
|
413
|
|
Property operating expenses from acquired properties
|
|
1,836
|
|
|
—
|
|
|
1,836
|
|
|||
|
|
$
|
29,863
|
|
|
$
|
27,614
|
|
|
$
|
2,249
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property depreciation and amortization expenses
|
|
$
|
22,351
|
|
|
$
|
24,809
|
|
|
$
|
(2,458
|
)
|
Depreciation and amortization expenses from acquired properties
|
|
1,872
|
|
|
—
|
|
|
1,872
|
|
|||
|
|
$
|
24,223
|
|
|
$
|
24,809
|
|
|
$
|
(586
|
)
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property base rentals
|
|
$
|
182,409
|
|
|
$
|
173,754
|
|
|
$
|
8,655
|
|
Base rentals from acquired properties
|
|
2,044
|
|
|
—
|
|
|
2,044
|
|
|||
Termination fees
|
|
186
|
|
|
880
|
|
|
(694
|
)
|
|||
Amortization of above and below market rent adjustments, net
|
|
(48
|
)
|
|
830
|
|
|
(878
|
)
|
|||
|
|
$
|
184,591
|
|
|
$
|
175,464
|
|
|
$
|
9,127
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property percentage rentals
|
|
$
|
6,927
|
|
|
$
|
6,542
|
|
|
$
|
385
|
|
Percentage rentals from acquired properties
|
|
29
|
|
|
—
|
|
|
29
|
|
|||
|
|
$
|
6,956
|
|
|
$
|
6,542
|
|
|
$
|
414
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property expense reimbursements
|
|
$
|
77,299
|
|
|
$
|
73,499
|
|
|
$
|
3,800
|
|
Property expense reimbursements from acquired properties
|
|
1,157
|
|
|
—
|
|
|
1,157
|
|
|||
Termination fees allocated to expense reimbursements
|
|
88
|
|
|
278
|
|
|
(190
|
)
|
|||
|
|
$
|
78,544
|
|
|
$
|
73,777
|
|
|
$
|
4,767
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property other income
|
|
$
|
7,457
|
|
|
$
|
6,278
|
|
|
$
|
1,179
|
|
Other income from acquired properties
|
|
59
|
|
|
—
|
|
|
59
|
|
|||
|
|
$
|
7,516
|
|
|
$
|
6,278
|
|
|
$
|
1,238
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property operating expenses
|
|
$
|
84,983
|
|
|
$
|
81,679
|
|
|
$
|
3,304
|
|
Property operating expenses from acquired properties
|
|
1,836
|
|
|
—
|
|
|
1,836
|
|
|||
|
|
$
|
86,819
|
|
|
$
|
81,679
|
|
|
$
|
5,140
|
|
|
|
2013
|
|
2012
|
|
Change
|
||||||
Existing property depreciation and amortization expenses
|
|
$
|
66,811
|
|
|
$
|
75,247
|
|
|
$
|
(8,436
|
)
|
Depreciation and amortization expenses from acquired properties
|
|
1,872
|
|
|
—
|
|
|
1,872
|
|
|||
|
|
$
|
68,683
|
|
|
$
|
75,247
|
|
|
$
|
(6,564
|
)
|
|
|
Nine months ended September 30,
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
||||||
Net cash provided by operating activities
|
|
$
|
137,085
|
|
|
$
|
129,184
|
|
|
$
|
7,901
|
|
Net cash used in investing activities
|
|
(157,480
|
)
|
|
(92,061
|
)
|
|
(65,419
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
20,558
|
|
|
(35,485
|
)
|
|
56,043
|
|
|||
Net increase in cash and cash equivalents
|
|
$
|
163
|
|
|
$
|
1,638
|
|
|
$
|
(1,475
|
)
|
|
|
Nine months ended September 30,
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
||||||
Capital expenditures analysis:
|
|
|
|
|
|
|
||||||
New center developments
|
|
$
|
13,690
|
|
|
$
|
3,783
|
|
|
$
|
9,907
|
|
Center redevelopment
|
|
—
|
|
|
249
|
|
|
(249
|
)
|
|||
Major center renovations
|
|
3,840
|
|
|
7,639
|
|
|
(3,799
|
)
|
|||
Second generation tenant allowances
|
|
11,762
|
|
|
10,013
|
|
|
1,749
|
|
|||
Other capital expenditures
|
|
9,474
|
|
|
6,342
|
|
|
3,132
|
|
|||
|
|
38,766
|
|
|
28,026
|
|
|
10,740
|
|
|||
Conversion from accrual to cash basis
|
|
1,812
|
|
|
3,131
|
|
|
(1,319
|
)
|
|||
Additions to rental property-cash basis
|
|
$
|
40,578
|
|
|
$
|
31,157
|
|
|
$
|
9,421
|
|
•
|
New center development expenditures, which includes first generation tenant allowances, included expansions in Gonzales, Louisiana and Sevierville, Tennessee and the initial development costs associated with the construction of our center at the Foxwoods casino in Connecticut 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.
|
•
|
Other capital expenditures in 2013 increased over the 2012 period due to a higher number of other capital expenditure projects within our existing portfolio.
|
Senior unsecured notes financial covenants
|
Required
|
Actual
|
|
Total consolidated debt to adjusted total assets
|
<60%
|
48
|
%
|
Total secured debt to adjusted total assets
|
<40%
|
9
|
%
|
Total unencumbered assets to unsecured debt
|
>135%
|
187
|
%
|
Joint Venture
|
|
Center Location
|
|
Ownership
%
|
|
Square
Feet
|
|
Carrying Value
of Investment
(in millions)
|
||||
Charlotte
|
|
Charlotte, NC
|
|
50.0
|
%
|
|
—
|
|
|
$
|
5.9
|
|
Galveston/Houston
|
|
Texas City, TX
|
|
50.0
|
%
|
|
347,930
|
|
|
7.7
|
|
|
National Harbor
|
|
Washington D.C. Metro Area
|
|
50.0
|
%
|
|
—
|
|
|
17.5
|
|
|
RioCan Canada
|
|
Various
|
|
50.0
|
%
|
|
434,162
|
|
|
86.7
|
|
|
Westgate
|
|
Glendale, AZ
|
|
58.0
|
%
|
|
331,739
|
|
|
16.4
|
|
|
Wisconsin Dells
|
|
Wisconsin Dells, WI
|
|
50.0
|
%
|
|
265,086
|
|
|
2.5
|
|
|
Other
|
|
|
|
|
|
—
|
|
|
0.2
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
136.9
|
|
Joint Venture
|
|
Total Joint
Venture Debt (in millions) |
|
Maturity Date
|
|
Interest Rate
|
||
Galveston/Houston
|
|
$
|
65.0
|
|
|
July 2017
|
|
LIBOR + 1.50%
|
National Harbor
|
|
$
|
28.1
|
|
|
May 2016
|
|
LIBOR + 1.65%
|
RioCan Canada
|
|
$
|
18.8
|
|
|
June 2015 and May 2020
|
|
5.10% to 5.75%
|
Westgate
|
|
$
|
43.0
|
|
|
June 2015
|
|
LIBOR + 1.75%
|
Wisconsin Dells
|
|
$
|
24.3
|
|
|
December 2022
|
|
LIBOR + 2.25%
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Fee:
|
|
|
|
|
|
|
|
|
|
|
||||||
Development
|
|
$
|
(6
|
)
|
|
$
|
8
|
|
|
$
|
57
|
|
|
$
|
8
|
|
Loan Guarantee
|
|
40
|
|
|
16
|
|
|
121
|
|
|
16
|
|
||||
Management and leasing
|
|
761
|
|
|
554
|
|
|
2,391
|
|
|
1,507
|
|
||||
Marketing
|
|
93
|
|
|
61
|
|
|
301
|
|
|
161
|
|
||||
Total Fees
|
|
$
|
888
|
|
|
$
|
639
|
|
|
$
|
2,870
|
|
|
$
|
1,692
|
|
•
|
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
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
FUNDS FROM OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
56,180
|
|
|
$
|
16,170
|
|
|
$
|
90,185
|
|
|
$
|
37,462
|
|
Adjusted for:
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization uniquely significant to real estate - consolidated
|
|
23,888
|
|
|
24,532
|
|
|
67,798
|
|
|
74,543
|
|
||||
Depreciation and amortization uniquely significant to real estate - unconsolidated joint ventures
|
|
2,861
|
|
|
1,641
|
|
|
9,465
|
|
|
5,109
|
|
||||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
|
(26,002
|
)
|
|
—
|
|
||||
Impairment charge - unconsolidated joint ventures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
||||
Funds from operations (FFO)
|
|
56,927
|
|
|
42,343
|
|
|
141,446
|
|
|
117,254
|
|
||||
FFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(117
|
)
|
|
(4
|
)
|
|
(190
|
)
|
|
10
|
|
||||
Allocation of FFO to participating securities
|
|
(614
|
)
|
|
(425
|
)
|
|
(1,501
|
)
|
|
(1,123
|
)
|
||||
Funds from operations available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
56,196
|
|
|
$
|
41,914
|
|
|
$
|
139,755
|
|
|
$
|
116,141
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
(1) (2)
|
|
99,178
|
|
|
98,699
|
|
|
99,004
|
|
|
98,599
|
|
||||
Dilutive funds from operations per share
|
|
$
|
0.57
|
|
|
$
|
0.42
|
|
|
$
|
1.41
|
|
|
$
|
1.18
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average Operating Partnership units outstanding
(1)
|
|
99,178
|
|
|
98,699
|
|
|
99,004
|
|
|
98,599
|
|
||||
Dilutive funds from operations per unit
|
|
$
|
0.57
|
|
|
$
|
0.42
|
|
|
$
|
1.41
|
|
|
$
|
1.18
|
|
(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 a limited partner is exchangeable for one 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
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
ADJUSTED FUNDS FROM OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||
Funds from operations
|
|
$
|
56,927
|
|
|
$
|
42,343
|
|
|
$
|
141,446
|
|
|
$
|
117,254
|
|
Adjusted for non-core items:
|
|
|
|
|
|
|
|
|
|
|||||||
Demolition costs
|
|
100
|
|
|
—
|
|
|
140
|
|
|
—
|
|
||||
Acquisition costs
|
|
532
|
|
|
—
|
|
|
963
|
|
|
—
|
|
||||
AFFO adjustments from unconsolidated joint ventures
(1)
|
|
(7,962
|
)
|
|
—
|
|
|
(7,421
|
)
|
|
892
|
|
||||
Adjusted funds from operations (AFFO)
|
|
49,597
|
|
|
42,343
|
|
|
135,128
|
|
|
118,146
|
|
||||
AFFO attributable to noncontrolling interests in other consolidated partnerships
|
|
(117
|
)
|
|
(4
|
)
|
|
(190
|
)
|
|
10
|
|
||||
Allocation of AFFO to participating securities
|
|
(533
|
)
|
|
(425
|
)
|
|
(1,431
|
)
|
|
(1,132
|
)
|
||||
Adjusted funds from operations available to common shareholders and noncontrolling interests in Operating Partnership
|
|
$
|
48,947
|
|
|
$
|
41,914
|
|
|
$
|
133,507
|
|
|
$
|
117,024
|
|
Tanger Factory Outlet Centers, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
(2) (3)
|
|
99,178
|
|
|
98,699
|
|
|
99,004
|
|
|
98,599
|
|
||||
Dilutive adjusted funds from operations per share
|
|
$
|
0.49
|
|
|
$
|
0.42
|
|
|
$
|
1.35
|
|
|
$
|
1.19
|
|
Tanger Properties Limited Partnership:
|
|
|
|
|
|
|
|
|
||||||||
Weighted average Operating Partnership units outstanding
(2)
|
|
99,178
|
|
|
98,699
|
|
|
99,004
|
|
|
98,599
|
|
||||
Dilutive adjusted funds from operations per unit
|
|
$
|
0.49
|
|
|
$
|
0.42
|
|
|
$
|
1.35
|
|
|
$
|
1.19
|
|
(1)
|
Includes our share of acquisition costs, litigation settlement proceeds, abandoned development costs and gain on early extinguishment of debt from unconsolidated joint ventures. The gain on early extinguishment of debt was $4.6 million and the litigation settlement proceeds was $3.2 million, for the three and nine months ended, September 30, 2013.
|
(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
|
|
Nine months ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
SAME CENTER NET OPERATING INCOME
|
|
|
|
|
|
|
|
|
||||||||
Income before equity in earnings (losses) of unconsolidated joint ventures
|
|
$
|
47,166
|
|
|
$
|
16,725
|
|
|
$
|
80,078
|
|
|
$
|
40,336
|
|
Interest expense
|
|
12,367
|
|
|
12,317
|
|
|
37,826
|
|
|
37,062
|
|
||||
Gain on previously held interest in acquired joint venture
|
|
(26,002
|
)
|
|
—
|
|
|
(26,002
|
)
|
|
—
|
|
||||
Operating income
|
|
33,531
|
|
|
29,042
|
|
|
91,902
|
|
|
77,398
|
|
||||
Adjusted to exclude:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
24,223
|
|
|
24,809
|
|
|
68,683
|
|
|
75,247
|
|
||||
Other non-property income and losses
|
|
(1,512
|
)
|
|
(1,380
|
)
|
|
(4,615
|
)
|
|
(3,834
|
)
|
||||
Acquisition costs
|
|
532
|
|
|
—
|
|
|
963
|
|
|
—
|
|
||||
General and administrative expenses
|
|
9,754
|
|
|
9,018
|
|
|
29,240
|
|
|
27,737
|
|
||||
Property net operating income
|
|
66,528
|
|
|
61,489
|
|
|
186,173
|
|
|
176,548
|
|
||||
Less: non-cash adjustments and termination rents
(1)
|
|
(1,474
|
)
|
|
(1,174
|
)
|
|
(3,870
|
)
|
|
(4,370
|
)
|
||||
Property net operating income - cash basis
|
|
65,054
|
|
|
60,315
|
|
|
182,303
|
|
|
172,178
|
|
||||
Less: non-same center NOI
(2)
|
|
(8,672
|
)
|
|
(6,122
|
)
|
|
(21,542
|
)
|
|
(17,718
|
)
|
||||
Total same center NOI - cash basis
|
|
$
|
56,382
|
|
|
$
|
54,193
|
|
|
$
|
160,761
|
|
|
$
|
154,460
|
|
(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 opened during March and April 2013.
|
b.
|
Locust Grove - Expansion opened during April 2012.
|
c.
|
Sevierville - Expansion opened during September 2013.
|
d.
|
Deer Park - The Company acquired a controlling interest in the Deer Park, NY center on August 30, 2013.
|
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
|
|
3.1
|
|
|
Amended and Restated Agreement of Limited Partnership of Tanger Properties Limited Partnership dated August 30, 2013.
|
|
|
|
|
10.1 *
|
|
|
Form of 2013 Outperformance Plan Notional Unit Award agreement. (incorporated by reference to the Company's and Operating Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.)
|
|
|
|
|
10.2
|
|
|
Registration Rights Agreement among Tanger Factory Outlet Centers, Inc, Tanger Properties Limited Partnership and DPSW Deer Park LLC.
|
|
|
|
|
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 June 30, 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.
|
(a)
|
General Partner Right of First Refusal
. The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3; and
|
(b)
|
Qualified Transferee
. Any transfer of a Partnership Interest shall be made only to Qualified Transferees;
|
|
GENERAL PARTNER:
TANGER GP TRUST By: /s/ Steven B. Tanger
Name: Steven B. Tanger
Title: President and Chief Executive Officer
|
|
Nine months ended
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
(1)
|
$
|
80,078
|
|
|
$
|
40,336
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
4,415
|
|
|
740
|
|
||
Amortization of capitalized interest
|
384
|
|
|
382
|
|
||
Interest expense
|
37,826
|
|
|
37,062
|
|
||
Portion of rent expense - interest factor
|
1,527
|
|
|
1,552
|
|
||
Total earnings
|
124,230
|
|
|
80,072
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
37,826
|
|
|
37,062
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
976
|
|
|
1,031
|
|
||
Portion of rent expense - interest factor
|
1,527
|
|
|
1,552
|
|
||
Total fixed charges
|
$
|
40,329
|
|
|
$
|
39,645
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
3.1
|
|
|
2.0
|
|
||
|
|
|
|
1.
|
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests for the period ended September 30, 2013, includes a $26.0 million gain on a previously held interest in an acquired joint venture.
|
|
Nine months ended
September 30,
|
||||||
|
2013
|
|
2012
|
||||
Earnings:
|
|
|
|
||||
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests
(1)
|
$
|
80,078
|
|
|
$
|
40,336
|
|
Add:
|
|
|
|
||||
Distributed income of unconsolidated joint ventures
|
4,415
|
|
|
740
|
|
||
Amortization of capitalized interest
|
384
|
|
|
382
|
|
||
Interest expense
|
37,826
|
|
|
37,062
|
|
||
Portion of rent expense - interest factor
|
1,527
|
|
|
1,552
|
|
||
Total earnings
|
124,230
|
|
|
80,072
|
|
||
|
|
|
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
|
37,826
|
|
|
37,062
|
|
||
Capitalized interest and capitalized amortization of debt issue costs
|
976
|
|
|
1,031
|
|
||
Portion of rent expense - interest factor
|
1,527
|
|
|
1,552
|
|
||
Total fixed charges
|
$
|
40,329
|
|
|
$
|
39,645
|
|
|
|
|
|
||||
Ratio of earnings to fixed charges
|
3.1
|
|
|
2.0
|
|
1.
|
Income before equity in earnings (losses) of unconsolidated joint ventures and noncontrolling interests for the period ended September 30, 2013, includes a $26.0 million gain on a previously held interest in an acquired joint venture.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Tanger Factory Outlet Centers, Inc. for the period ended
September 30, 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
September 30, 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 September 30, 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:
|
November 12, 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 September 30, 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:
|
November 12, 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:
|
November 12, 2013
|
/s/ Steven B. Tanger
|
|
|
Steven B. Tanger
President and Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
|
Date:
|
November 12, 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 September 30, 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:
|
November 12, 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 September 30, 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:
|
November 12, 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)
|